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Symbol: "DVR.P": TSX Venture
MONTREAL, March 10 /CNW Telbec/ - Communications DVR Inc. ("DVR"), a
capital pool company listed on the TSX Venture Exchange, is pleased to
announce that it has entered into a letter of intent (the "Agreement") dated
March 3, 2008, in respect of an arm's length qualifying transaction with Wits
Basin Precious Minerals Inc. ("Wits") (OTCBB: "WITM").
Pursuant to the terms of the Agreement and subject to certain conditions,
DVR intends to acquire from Wits all of its rights and obligations under a
certain Sale of Shares Agreement dated as of October 30, 2007 by and among
AfriOre International (Barbados) Limited ("AIL") as Seller, Wits, as
Purchaser, and Kwagga Gold (Barbados) Limited ("Kwagga"), pursuant to which
Wits holds the right to acquire a 65% equity interest in Kwagga subject to
certain obligations of Wits, including, without limitation, (i) the payment to
Kwagga of US$1,400,000 to be used for exploration and related expenses and
(ii) the payment to AIL of the purchase price of US$1,162,000 (the "Kwagga
Agreement"), which payment must be made no later than three months after the
US$1,400,000 expenditure has been incurred or December 31, 2008, whichever is
later. The proceeds of the financings described below will be used to finance
the acquisition of this 65% equity interest in Kwagga.
Subject to the terms and conditions of the Agreement and of the formal
purchase agreement and other definitive documents to be entered into pursuant
to the Agreement, it is anticipated that DVR will acquire Wits' interest in
the Kwagga Agreement in exchange for 22,000,000 DVR common shares (the
"Transaction"). Additional DVR common shares would be issued to investors
pursuant to the financings described in greater detail in this press release.
Pursuant to the Kwagga Agreement, as additional consideration for AIL's
65% equity interest in Kwagga, AIL is entitled to a 2% royalty based on the
gross sales of Kwagga, 50% of which may be redeemed by Kwagga on payment of
US $2,000,000 upon delivery of a bankable feasibility study.
Kwagga is a private company incorporated under the Barbados Companies
Act. Kwagga's principal asset consists of a 100% interest, held through its
wholly-owned subsidiary, Kwagga Gold (Proprietary) Limited ("Kwagga South
Africa"), in optioned and state issued prospecting permits on approximately
230,000 acres adjacent to the Witwatersrand Basin located in the Free State
and Cape Provinces in the Republic of South Africa (the "FSC Project"), one of
the most prolific gold producing regions in the world. Kwagga South Africa has
no significant assets or liabilities other than its interest in the FSC
Project and liabilities incurred in the normal course of business.
Wits currently holds a 35% equity interest in Kwagga. Wits and DVR will
enter into a shareholders agreement providing for the management and future
financing of their interests in Kwagga and of Kwagga's activities. After the
closing of the Transaction, these interests of Wits and DVR are subject to a
potential 22% dilution in favour of a South African Black Empowerment Entity
(a "BEE") upon that BEE's expenditure of certain funds for exploration and
related purposes on the FSC Project. Upon completing those expenditures,
management of Wits anticipates that the BEE would hold a 22% interest in
Kwagga South Africa, or directly in the FSC Project. In addition, an
additional BEE would have the right to acquire a further 4% interest, which
Wits' management anticipates would similarly be held in Kwagga South Africa or
directly in the FSC Project. Each of Wits, DVR and the BEEs will be required
to contribute their pro rata share of certain costs in order to maintain their
respective interests (once acquired, in the case of DVR and the BEEs), and
management of Wits anticipates that following any dilution arising from the
participation of one or more BEEs, Kwagga would nonetheless remain controlled
DVR currently has 3,765,000 common shares (the "DVR Shares") issued and
outstanding and intends to issue a finder's fee of an additional 1,325,000 DVR
Shares to an arm's length third party upon closing of the Qualifying
Transaction, as defined in the TSX Venture Exchange's Corporate Finance
Manual. Upon completion of the Transaction (and assuming completion of the
financing described below), DVR will have approximately 34,590,000 common
shares issued and outstanding on a non-diluted basis.
DVR is a capital pool company and intends for the Transaction to be its
Qualifying Transaction for purposes of the policies of the TSX Venture
Exchange. Upon the successful completion of the Transaction, DVR will be a
junior natural resource issuer.
Wits is a widely-held publicly reporting company incorporated under the
Minnesota Business Corporations Act. The shares of Wits trade on the OTC
Bulletin Board in the United States. To the knowledge of the management of
Wits, no shareholder beneficially owns a controlling interest in Wits. The
directors and officers of Wits are currently H. Vance White (Director,
Chairman of the Board), Stephen D. King (Director, Chief Executive Officer),
Mark D. Dacko (Director, Chief Financial Officer & Secretary), Norman D.
Lowenthal (Director), Joseph Mancuso (Director) and Clyde L. Smith
The Witwatersrand Basin is generally considered to have produced
approximately 35% of the world's gold since the late 1880s and remains one of
the world's largest gold producing regions. As mentioned, the FSC Project
encompasses approximately 230,000 acres of exploration permits and optioned
land. Based largely on geophysical modeling of government aeromagnetic and
other published and private data, such as regional gravity maps and some
borehole data, consultants to AIL and its parent company, AfriOre Limited
("AfriOre") theorized about the possibility of an extension of the
Witwatersrand Basin to the south. In October 2003, AfriOre commissioned the
first range-finding drillhole of an initial drillhole program at the FSC
Project. On June 8, 2004, AfriOre reported that the first drillhole in the
range-finding program at the FSC Project, referred to as BH47, had been
completed. BH47 was drilled to a depth of 2,984 meters before it was
terminated in a zone of shearing. Although BH47 was not successful in
intersecting any gold bearing mineralization reefs to the depths drilled,
management of Wits believes that it did confirm the existence of the overlying
cover rock stratigraphies, similar to those in the Witwatersrand Basin,
thereby confirming the initial geological model. Management of Wits believes
that a second drill hole, which is referred to as BH48 and was drilled to a
depth of 2,559 meters, identified rock structures similar to those in the
Witwatersrand Basin. The geological model was developed by AfriOre, affiliates
of AfriOre and academic geologists from Witwatersrand University.
MPH Consulting Limited has been retained to prepare a National Instrument
43-101 compliant technical report on the FSC Project and proposed work program
in accordance with the requirements of the TSX Venture Exchange, as well as an
independent fair market valuation of the interest of Wits in the FSC Project.
Based on information provided to Wits by AfriOre, management of Wits
believes that more than US$16,000,000 has been spent in the region of the FSC
Project in recent decades by prior operators to acquire property rights, for
geophysical, gravity and seismic surveys and data acquisition, and for diamond
drilling. Of this amount, approximately US$5,000,000 was spent since the mid
1990s, including US$2,100,000 that was provided through advances made by Wits
to Kwagga between June 2003 and September 2004. The funds advanced by Wits
were spent between July 2003 and the end of 2005 in the following manner:
- to make option and other payments required to secure mineral rights;
- to conduct and analyze magnetic, seismic and other geophysical surveys
- on analyses and advice from geological consultants;
- on drilling;
- for laboratory work and equipment;
- to fund general operations in the field; and
- on general and administrative expenses relating to the operations.
As a condition of the closing of the Qualifying Transaction, Wits will be
required to complete a non-brokered financing to raise for gross proceeds of a
minimum of CDN$150,000. These notes will convert into 500,000 DVR Shares upon
closing of the Transaction. In addition, Wits and DVR will complete a
financing to raise gross proceeds of not less than CDN$2,800,000, the proceeds
of which would be held in escrow and released to DVR at the closing of the
Transaction, and in respect of which approximately up to 7,000,000 DVR Shares
will be issued to placees. The exact terms and conditions of these financings
remain to be negotiated and are therefore subject to revision.
The 22,000,000 DVR Shares that would be issued to Wits in the
Transaction, as well as the 1,325,000 DVR Shares that would be issued to a
finder, will be valued at the same per share price as the financing for gross
proceeds of CDN$2,800,000 previously discussed, which is currently anticipated
as CDN$0.40 per DVR Share.
The closing of the proposed Transaction is subject to a number of
conditions including: (i) obtaining all necessary regulatory approvals
including the approval of the TSX Venture Exchange (including the
qualification of the transaction above as DVR's Qualifying Transaction) and of
the Minister of the Department of Minerals and Energy of the Republic of South
Africa, (ii) entering into of final agreements, (iii) completion of the above
financings, and (iv) other conditions typical of a transaction of this nature.
Board of Directors and Management
Upon completion of the Qualifying Transaction, the directors and senior
officers of the resulting issuer are expected to include, in addition to one
director to be appointed by DVR:
Chairman, CEO and Director H. Vance White
President and Director Clyde L. Smith, Ph.D, P.Eng.
VP Corporate Development and Director Walter Brooks
Director Alan Friedman
Director Stephen D. King
Special Advisor Stuart Comline
Prior to completing the Transaction, a Chief Financial Officer will be
appointed for the resulting issuer.
Mr. White is the Chairman of the board of directors of Wits. He also
serves as President of Hawk Uranium Inc., a Canadian public corporation
focused on mineral resource exploration. Formerly, he was the President of
AfriOre and of the Dickenson Group of Companies. Mr. White is also a partner
of Brooks and White Associates, a management, financial and advisory business.
Dr. Smith is a consulting geologist and currently serves as the President
of Wits. He is a Professional Engineer, a member of the Association of
Professional Engineers and Geoscientists of British Columbia and a Qualified
Person for purposes of the preparation of National Instrument 43-101 technical
reports on mineral exploration and mining projects.
Mr. Brooks is self-employed as an advisor to various natural resource
exploration and development companies.
Mr. Friedman is a South African attorney and a Director of the
Canada-South Africa Chamber of Business. He is the founder, President and CEO
of Adira Capital Corp., a firm that identifies opportunities in emerging
markets, primarily in Africa, and enhances value through combining quality
assets, management and financial and marketing support for early stage
companies in the resource sector. He was formerly the Vice President of
AfriOre responsible for Investor Relations. Mr. Friedman has facilitated
significant capital raising for a number of public companies during his career
in the resource sector.
Mr. King is the Chief Executive Officer and a director of Wits. He also
serves as President of SDK Investments, Inc., a private investment firm
located in Atlanta, Georgia specializing in corporate finance and investing.
He served as President, from January 1994 until July 2000, and Chairman until
October 2000, of PopMail.com, Inc., a publicly traded company with businesses
in the hospitality and Internet sectors. Other than through his role with
Wits, Mr. King has no prior experience in the precious mineral exploration or
Mr. Comline is an independent mining consultant working in South Africa
and formerly served as the President of AfriOre, prior to it being taken over
by Lonmin Plc.
Mr. White, Mr. King and Dr. Smith are all officers and/or directors of
None of the insiders of DVR currently has any direct or indirect
beneficial interest in Wits or in Kwagga.
Trading of the DVR Shares is currently halted at DVR's request and will
remain so until receipt by the TSX Venture Exchange of all requisite
documentation in connection with this proposed Qualifying Transaction.
Sponsorship of a qualifying transaction of a capital pool company is required
by the TSX Venture Exchange unless exempt in accordance with TSX Venture
Exchange policies. As this proposed Qualifying Transaction concerns the
acquisition of resource properties located outside Canada and the United
States, DVR anticipates that sponsorship of this Qualifying Transaction will
be required by the TSX Venture Exchange.
Clyde L. Smith, a "qualified person" under National Instrument 43-101,
has also reviewed and approved all scientific and technical disclosure
contained in this press release.
Completion of the transaction is subject to a number of conditions,
including but not limited to, TSX Venture Exchange acceptance and if
applicable pursuant to TSX Venture Exchange Requirements, majority of the
minority shareholder approval. Where applicable, the transaction cannot close
until the required shareholder approval is obtained. There can be no assurance
that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing
statements to be prepared in connection wit the transaction, any information
released or received with respect to the transaction may not be accurate or
complete and should not be relied upon. Trading in the securities of a capital
pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the
proposed transaction and has neither approved or disapproved the contents
of this press release.
Except for statements of historical fact, all statements in this news
release, without limitation, regarding new projects, acquisitions, future
plans and objectives are forward-looking statements that involve risks and
uncertainties. There can be no assurance that such statements will prove to be
accurate; actual results and future events could differ materially from those
anticipated in such statements.
For further information:
For further information: Jean Luc Calonne, Communications DVR Inc.,
(514) 667-5874, Facsimile: (514) 312-3974