VANCOUVER, July 10, 2012 /CNW/ - Stone Resources Limited (TSX-V: SRH) ("Stone Resources" or the "Company") announces that it has been advised that on July 6, 2012 certain of its shareholders, including Stone Group Holdings Limited ("SGHL"), Seasource Holdings Limited ("Seasource"), Springbend Holdings Limited ("Springbend") Pak Yu Investments Limited ("PYIL") and Tycoon Rich Holdings Limited ("Tycoon", and together with SGHL, Seasource, Springbend and PYIL, the "Controlling Shareholders") entered into a termination agreement (the "Termination Agreement") with Superb Summit International Timber Company Limited ("Superb Summit") to terminate the previously announced transaction whereby Superb Summit would acquire the issued and outstanding shares of the Company owned by the Controlling Shareholders (the "Stone Shares") pursuant to a share purchase agreement (the "Share Purchase Agreement"). The Stone Shares that were subject to the Share Purchase Agreement represented approximately 72.89% of the outstanding shares of Stone Resources. The Company understands that, pursuant to the Termination Agreement, the parties' respective rights and obligations under the Share Purchase Agreement are released and discharged and have no further force and effect and that the parties have terminated the Share Purchase Agreement due to the delayed timing on the completion of an independent technical report.
The Company also understands that on July 6, 2012, Superb Summit and the Controlling Shareholders entered into an exclusive right agreement (the "Exclusive Right Agreement"). The Company has been advised that the Exclusive Right Agreement provides Superb Summit with the exclusive right to negotiate with the Controlling Shareholders in respect of the acquisition of the Stone Shares for a period of six months. During the six month period, the Controlling Shareholders are restricted from negotiating or entering into any agreement or arrangement with any third party with respect to the acquisition of the Stone Shares. Finally, the Company understands that Mr. Duan Yongji, the beneficial owner of one of the Controlling Shareholders has guaranteed the performance of the Controlling Shareholders under the Exclusive Right Agreement.
On behalf of the Board,
About Stone Resources Limited
Stone Resources Limited is a company incorporated in Bermuda and listed on the TSX Venture Exchange in Canada. The Company is involved with mineral resources exploration and development. Stone Resources plans to expand and develop its business using its effective team of experts in exploration, geology, metallurgy, mine engineering, law and finance.
Cautionary Statement on Forward-Looking Statements
The information in this document contains certain forward-looking statements with respect to activities of the Company, based on assumptions about future courses of action, including with respect to the Exclusive Rights Agreement and the Company's business objectives. Although management has a reasonable basis for the conclusions drawn, risk factors and uncertainties may cause actual results to differ materially from those currently anticipated in such statements. These risks and uncertainties relate to such factors as the ability of the Company to proceed with its business objectives. In view of these uncertainties we caution readers not to place undue reliance on these forward-looking statements. Statements made in this document are made as of the date hereof and the Company disclaims any intention or obligation to update or revise any statements made herein, except in accordance with applicable securities laws.
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 release.
Vice-President and Corporate Secretary
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