/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH UNITED STATES NEWSWIRE SERVICES/
TORONTO, June 23 /CNW/ - Tova Ventures Inc. ("Tova") (TSX-V: TOV.P) and 0824239 B.C. Ltd. ("BC Ltd") are pleased to announce the conditional approval of the listing of the common shares of Tova on the Toronto Stock Exchange (the "TSX") under its new trading symbol "AYX". Approval of the listing of the Tova shares is subject to Tova fulfilling all of the requirements of the TSX, including Tova delivering the TSX receiving written confirmation of the closing of the Transaction (as described below) and the release of net amounts raised through BC Ltd's subscription receipt financings (as described below).
Tova and BC Ltd are also pleased to announce the closing of the previously announced (see March 1, 2010 and April 9, 2010 press releases) option granted to a syndicate of agents led by Macquarie Capital Markets Canada Ltd. and including GMP Securities L.P. and Wellington West Capital Markets Inc. (collectively, the "Agents") to sell 4,298,055 subscription receipts of BC Ltd (the "Subscription Receipts") on a best efforts basis, at a price of CDN$0.50 (the "Issue Price") for each Subscription Receipt, for total aggregate gross proceeds from the exercise of the Agents' option of CDN$2,149,027.50. Each Subscription Receipt is exercisable into one common share of BC Ltd. The proceeds from the sale of the Subscription Receipts, less the Agents' estimated costs and expenses in respect of the sale of the Subscription Receipts, will be held in escrow pending satisfaction of certain conditions (see April 9, 2010 press release). Such conditions are expected to be fulfilled on or about June 24, 2010 at which time each Subscription Receipt will be automatically converted into one common share of Tova (without any further action by the holders thereof, including payment of additional consideration) and the net proceeds from the sale of all Subscription Receipts will be delivered to BC Ltd.
As disclosed in Tova's March 1, 2010 press release, Tova has entered into a 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"). Tova and BC Ltd anticipate that the Transaction will close on or about June 25, 2010. Upon completion of the Transaction, Tova proposes to change its name to Auryx Gold Corp.
Tova has filed its filing statement dated June 18, 2010 prepared in accordance with the requirements of the TSX Venture Exchange in connection with the Transaction has been filed with the TSX Venture Exchange and applicable Canadian securities regulators on SEDAR, and is available to be publicly accessed at www.sedar.com. BC Ltd has filed an updated National Instrument 43-101 - Standards of Disclosure for Mineral Projects compliant resource report with respect to the Otjikoto Gold project with the TSX and applicable Canadian securities regulators on SEDAR, and is available to be publicly accessed at www.sedar.com.
About BC Ltd
BC Ltd was incorporated in February 2007 with the objective of identifying, reviewing, and acquiring precious mineral properties in southern Africa. On February 17, 2010, BC Ltd entered into a share purchase agreement (the "Otjikoto Share Purchase Agreement") with TEAL Minerals (Barbados) Inc. ("TEAL"). Under the terms of the Otjikoto Share Purchase Agreement, BC Ltd is acquiring 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. The Otjikoto 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% 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 Qualified Person 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 applications 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. BC Ltd was chosen as preferred bidder for the Otjikoto Project in a competitive process managed by Standard Bank of South Africa Ltd. Under the terms of the transaction, BC Ltd has paid a non-refundable deposit of US$1,000,000 and is required to pay the balance (US$27,000,000) on completion of the Otjikoto Share Purchase Agreement, not more than 60 days from signature date, or such other date mutually agreeable to TEAL and BC Ltd.
Tova is classified as a "Capital Pool Company" for the purposes of the policies of the TSX Venture Exchange. As a result, Tova's current business is to identify and evaluate businesses and assets with a view to completing a "Qualifying Transaction". Any proposed Qualifying Transaction must be accepted by the TSX Venture Exchange and in the case of a non-arm's length Qualifying Transaction is also subject to "majority of the minority approval" in accordance with Policy 2.4 of the TSX Venture Exchange. Tova has not conducted commercial operations.
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 Tova and BC Ltd future plans and operations and are based on Tova and BC Ltd 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 Tova and BC Ltd 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; Tova and BC Ltd 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. Tova and BC Ltd 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.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Neither 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.
This news release may use the terms "Measured", "Indicated" and "Inferred" Resources. United States investors are advised that while such terms are recognized and required by Canadian regulations, the United States Securities and Exchange Commission does not recognize them. "Inferred Mineral Resources" have a great amount of uncertainty as to their existence, and as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or other economic studies. United States investors are cautioned not to assume that all or any part of Measured or Indicated Mineral Resources will ever be converted into Mineral Reserves. United States investors are also cautioned not to assume that all or any part of an Inferred Mineral Resource exists, or is economically or legally mineable.
Investors are cautioned that, except as disclosed in the filing statement 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.
Qualified Persons Statement.
Mark Wanless, Pr.Sci,Nat., of SRK Consutling, 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 TOVA VENTURES INC.
For further information: For further information: 0824239 B.C. Ltd., Bongani Mtshisi, CEO, Tel: +27 11 463 4779; Tova Ventures Inc., Alan Friedman, President and CEO, Tel: +1 416 250 1955