TSX-V Symbol: GOT
VANCOUVER, Feb. 3 /CNW/ - Golden Touch Resources Corp. ("Golden Touch" or the "Company") (TSX-V Symbol: GOT) is pleased to
announce that further to its news releases of November 8, 2010 and
December 30, 2010, it has received conditional acceptance from the TSX
Venture Exchange (the "TSXV") to the definitive agreement with Jab
Resources Limited ("JAB"), whereby Golden Touch will acquire, through
schemes of arrangement under Australian law (the "Arrangement"), all of
the outstanding securities of JAB. The consideration for the purchase
of 100 per cent of the securities of JAB will be paid by the issuance
of approximately 8.5 million common shares of Golden Touch (based on
JAB completing a financing of $450,000 prior to closing), warrants to
purchase approximately 250,000 common shares of Golden Touch
exercisable at $1.20 per share and warrants to purchase 1,925,449 of
Golden Touch exercisable at $1.80 per share.
JAB's principal asset (held through its wholly owned subsidiary JAB
Resources SH PK, an Albanian registered company) is the
100-per-cent-owned Albanian Exploration Projects, a portfolio of
exploration permits totaling approximately 140 sq km, located in
Northern Albania. JAB has already spent in excess of US$5 million on
exploration within the permit areas, which has resulted in the
outlining of significant gold, platinum group elements (PGE) and
chromite mineralization. Golden Touch has filed an updated National
Instrument 43-101 ("NI 43-101") compliant technical report on the
Albanian Exploration Projects with the TSXV and once it has cleared
comments the updated NI 43-101 report will be posted on SEDAR.
Under the Arrangement, every six ordinary shares of JAB will be
exchanged for one common share of Golden Touch and every six options of
JAB will be exchanged for one warrant of Golden Touch. In addition,
Golden Touch will pay JAB $200,000 (Canadian) on closing.
The transaction is subject, among other things, to the favorable vote of
more than 50% of JAB share and option holders (collectively the "JAB
securityholders") present and voting at each scheme meeting and at
least 75% of the total number of votes cast at each scheme meeting.
JAB has received an order from the Supreme Court of Queensland (the
"Court") authorizing JAB to hold meetings of its JAB securityholders to
consider the Arrangement. Accordingly JAB has mailed the scheme booklet
and notices of meeting to the JAB security holders. The scheme meetings
will be held on February 22, 2011 and, subject the JAB securityholders
approving the Arrangement and receipt of a final court order in respect
of the Arrangement from the Court, the transaction is expected to close
in early March 2011.
The transactions contemplated herein are subject to the final acceptance
of the TSX Venture Exchange.
Mr. Aly Mawji, President of Golden Touch stated: "Golden Touch and JAB
have achieved significant milestones by obtaining TSXV conditional
acceptance to the Arrangement and Australian Court approval to hold
the JAB securityholder meetings. We look forward to obtaining JAB
securityholder and all final regulatory acceptances to the
Mr Rob Murdoch, Executive Chairman of JAB Resources Limited (JAB)
stated: "JAB has called its securityholder meetings and mailed the
scheme booklet to all JAB securityholders. The board of directors will
all be voting in favour of the Arrangement. We also strongly encourage
all other shareholders to vote, either in person or by proxy, in favour
of the Arrangement. JAB looks forward to the closing of the transaction
and early recommencement of exploration on the Albanian Projects."
On Behalf of the Board of Directors
Golden Touch Resources Corp.
"Aly B. Mawji", President
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER
(AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE)
ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS
SOURCE Golden Touch Resources Corp.
For further information:
For information with respect to the Company or the contents of this news release, please contact Aly B. Mawji at 604 306 5415.