/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH UNITED STATES NEWSWIRE SERVICES/
TORONTO, June 29 /CNW/ - Tova Ventures Inc. ("Tova") (TSX-V: TOV.P) and 0824239 B.C. Ltd. ("BC Ltd") are pleased to announce the closing on June 25, 2010 of the previously announced (see March 1, 2010 press release) reverse take-over transaction with BC Ltd whereby Tova has agreed to acquire all of the issued and outstanding securities of BC Ltd (the "Transaction"). The Transaction constitutes Tova's qualifying transaction pursuant to the policies of the TSX Venture Exchange. PowerOne Capital Markets Limited acted as financial advisor to BC Ltd. in conjunction with the Transaction.
Prior to the closing of the Transaction, Tova consolidated its common shares on a one (1) for five (5) basis. Pursuant to the Transaction, Tova issued one (1) common share for each common share of BC Ltd issued and outstanding immediately prior to the Transaction. The outstanding options, warrants and other convertible securities of BC Ltd are exercisable for common shares of Tova based on the same exchange ratios. As a result of the completion of the Transaction, Tova has 122,462,331 common shares issued and outstanding. Assuming that all of Tova's options, warrants and other convertible securities are exercised, 140,728,931 common shares of Tova will be issued and outstanding on a fully diluted basis.
Pursuant to the terms of escrow agreements, an aggregate of 5,566,937 common shares of Tova registered in the name of two related subscribers have been placed in escrow whereby 25% of such shares will be released immediately upon the date that the common shares of Tova (or Auryx Gold Corp., as the case may be) are listed on the Toronto Stock Exchange (the "TSX") and, subject to certain limited exceptions, the balance of such shares will be released in equal tranches of 25% every six months thereafter.
The board of directors of Tova now consists of Tim Searcy, P. Geo., Heye Daun, Alan Friedman, Bongani Mtshisi, George Pirie and Tony Harwood. Tim Searcy, P. Geo. has been appointed President, Alan Rootenberg has been appointed Chief Financial Officer, Heye Daun has been appointed President of Africa and Operations, Alan Friedman has been appointed Secretary and Executive VP of Corporate Development and Bongani Mtshisi has been appointed Chair of the Board.
In connection with the Transaction, Tova filed articles of amendment to change its name to "Auryx Gold Corp.". Subject to final approval from the TSX, Auryx anticipates that its common shares will commence trading on the TSX during the week of July 5, 2010 under its new trading symbol "AYX".
Tova and BC Ltd are also pleased to announce the closing on June 25, 2010 of the previously announced (see March 1, 2010 press release) transactions contemplated by the share purchase agreement dated February 17, 2010 among BC Ltd, TEAL Namibia (B) Inc. and Teal Minerals (Barbados) Inc. for the purchase of a 100% interest in TEAL Namibia (B) Inc. ("TEAL Namibia"), which in turn holds a 92% interest in the Otjikoto Gold project and a 92% interest in the Otavi Exploration area, both located in north-central Namibia, at an aggregate purchase price of US$28,000,000. The Otjikoto Gold Project and the Otavi Exploration area are commonly jointly referred to as "Otjikoto" or the "Otjikoto Project".
Otjikoto is an orogenic gold deposit of late Proterozoic to early Paleozoic age. Its age and tectonic environment make it similar to the AngloGold Ashanti's Navachab deposit, Romarco's Haile deposit, and Centamin's Sukari deposit, all of which are multi-million ounce deposits. Otjikoto has a NI 43-101 compliant resource, on a 100% ownership basis, of:
Indicated 28.4 Mt at a grade of 1.34 g/t Au, for 1,222,000 ounces gold
Inferred 17.2 Mt at a grade of 1.28 g/t Au for 708,000 ounces gold.
The resource was calculated using a 0.4 g/t Au cut off. Samples were capped at 15 g/t Au. Parent block sizes were 50m x 50m x 5m with sub-cells of 2.5m x 2.5m x variable. A total of 474 diamond drill and RC holes were used in calculating the resource. Mineral resources are not mineral reserves and do not have a demonstrated economic viability. The independent QP responsible for auditing this resource estimate is Mark Wanless, Pr.Sci.Nat., of SRK Consulting, Johannesburg.
Otjikoto is accessible from Windhoek, 300 km to the south, via national road B1, the main north-south paved highway in Namibia. Otjikoto has a 33kV power line to site, and power lines of 66kV, 220kV, and 400kV 15 km west of site. The project is 50 km northeast along B1 from the full service town of Otjiwarongo. The entire Otjikoto Project area consists of three mineral exploration licenses for 193,000 hectares, one mineral exploration renewal application for 49,000 ha, and one new mineral exploration application for 97,000 hectares. Furthermore, TEAL Namibia has a 100% interest in one mineral exploration license, which is proximal to Otjikoto, for 97,000 hectares, and seven new mineral exploration applications for 623,000 hectares.
Alan Friedman, outgoing President of Tova (now Auryx Gold), and a director and Secretary and Executive VP of Corporate Development of Auryx Gold stated: "I would like to thank my co-directors as well as legal and financial advisors of the Company, for their significant contribution and dedication over the past few years. Our efforts have culminated in this successful qualifying transaction with BC Ltd, and I look forward to working with the incoming management and board of Auryx Gold as we progress the Otjikoto Gold Project in Namibia."
About Auryx Gold Corp.
Auryx Gold Corp. is a Canadian based, growth-focused, resource company engaged in the acquisition and exploration of undeveloped gold projects in Namibia.
Certain information set forth in this press release contains "forward-looking information" under applicable securities laws. Except for statements of historical fact, certain information contained herein constitutes forward-looking information which include management's assessment of Auryx Gold future plans and operations and are based on Auryx Gold current internal expectations, estimates, projections, assumptions and beliefs, which may prove to be incorrect. Some of the forward-looking information may be identified by words such as "expects" "anticipates", "believes", "projects", "plans", and similar expressions. These statements are not guarantees of future performance and undue reliance should not be placed on them. Such forward-looking information necessarily involve known and unknown risks and uncertainties, which may cause Auryx Gold actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking information. These risks and uncertainties include, but are not limited to: successful completion of the proposed transactions referred to herein; the satisfaction of the Escrow Release Conditions; liabilities inherent in mine development and production; geological, mining and processing technical problems; Auryx Gold inability to obtain required mine licenses, mine permits and regulatory approvals required in connection with mining and mineral processing operations; competition for, among other things, capital, acquisitions of reserves, undeveloped lands and skilled personnel; incorrect assessments of the value of acquisitions; changes in commodity prices and exchange rates; currency and interest rate fluctuations; various events which could disrupt operations and/or the transportation of mineral products, including labour stoppages and severe weather conditions; the demand for and availability of rail, port and other transportation services; and management's ability to anticipate and manage the foregoing factors and risks. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Auryx Gold undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking information.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with 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.
Qualified Person Statement.
Mark Wanless, Pr.Sci,Nat., of SRK Consulting, is a Qualified Person as defined under National Instrument 43-101. Mr. Wanless is responsible for auditing the resource at Otjikoto.
Tim Searcy, PGeo, Auryx Gold's President, is a Qualified Person as defined under National Instrument 43-101. Mr. Searcy has reviewed and approved of all of the technical disclosure in this document.
SOURCE AURYX GOLD CORP.
For further information: For further information: Auryx Gold Corp., Tim Searcy, P. Geo., President, Tel: +1 (647) 210-4199, Email: firstname.lastname@example.org; Alan Rootenberg, Chief Financial Officer, Tel: +1 (416) 277-4528, Email: email@example.com