Not for distribution to United States wire services or dissemination in the United States.  This news release does not constitute an offer to sell or a solicitation of an offer to buy 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.


VANCOUVER, Jan. 14 /CNW/ - Westward Explorations Ltd., (WWE.H: TSX-V) ("Westward") is pleased to announce that it has entered into an arm's length letter of intent with Sky Alliance Resources, Inc. ("SARI") effective December 20, 2010, relating to a reverse takeover transaction (the "Transaction"), pursuant to which Westward proposes to acquire all of the issued and outstanding securities of Sky Alliance Ressources Guinee SA ("SAR Guinee") from SARI.

Trading in the shares of Westward has been halted in accordance with the policies of the TSX Venture Exchange (the "TSXV") and will remain halted until such time as all required documentation has been filed with and accepted by the TSXV and permission to resume trading has been obtained from the TSXV.

Transaction Summary

The Transaction is expected to be effected by way of share purchase agreement whereby SARI, the parent company of SAR Guinee, will sell all of the issued and outstanding shares of SAR Guinee to Westward and SAR Guinee will become a wholly-owned subsidiary of Westward, which will change its name to West African Iron Ore Corp. to reflect its new business (the "Resulting Issuer").  SARI is a privately-owned company incorporated under the laws of the British Virgin Islands, with its head office in Hong Kong.  Under the terms of the Transaction:

1. Westward will acquire all of the issued and outstanding shares of SAR Guinee from SARI in consideration for the payment of US$1 million in cash and the issuance to SARI of 24.5 million Common Shares of Westward on Closing.  Following Closing, Westward has agreed to:
  a.  issue to SARI an additional 16 million Common Shares and pay US$1,000,000 when a greater than 750 million tonne National Instrument 43-101 compliant iron-ore resource (of which a minimum 20% must be an indicated resource) with an average magnetite concentrate grade of at least 63% Fe is established on SAR Guinee's tenements for its Forécariah and Kerouane permits in the Republic of Guinea (collectively, the "Property") by a mutually agreed independent technical consultant;
  b.  issue to SARI an additional 40 million Common Shares and pay US$1,500,000 when a greater than 2 billion tonne NI 43-101 compliant iron-ore resource (of which a minimum 20% must be an indicated resource) with an average magnetite concentrate grade of at least 63% Fe is established on the Property by a mutually agreed independent technical consultant;
  c.  issue to SARI an additional 50 million Common Shares when a greater than 3 billion tonne NI 43-101 compliant iron ore resource (of which a minimum 20% must be an indicated resource) with an average magnetite concentrate grade of at least 63% Fe is established on the Property by a mutually agreed independent technical consultant, and grant to SARI a 1% gross royalty (the "Royalty") on production of all minerals from the Property.  SARI shall have the right to sell the Royalty at any time subject to an option held by Westward to repurchase the Royalty at any time within one year after commencement of commercial production from the Property in consideration for US$300 million in cash; and
  d.  issue to SARI an additional 10 million Common Shares for each additional 500 million tonnes NI 43-101 compliant iron ore resources (of which a minimum 20% must be an indicated resource) with an average magnetite concentrate grade of at least 63% Fe established on the Property by a mutually agreed independent technical consultant, up to a maximum of 120 million additional Common Shares.

The additional shares referenced in the foregoing paragraphs are issuable at any time up to six years from closing of the Transaction.

In addition, effective on Closing Westward will grant up to 11 million additional incentive stock options to new directors, officers and consultants of the Resulting Issuer at $0.38 per share for a ten year period.

Westward will be required to obtain the approval of its shareholders and the TSX Venture Exchange (the "Exchange") to give effect to the Transaction.

Endeavour Financial Corporation will be issued 410,000 Resulting Issuer shares and will receive a cash fee of US$10,000 in relation to the Transaction pursuant to the terms of its mandate agreements with Westward.

The Transaction is an arm's length transaction.

Private Placement

In connection with or prior to Closing, Westward shall complete a private placement financing (the "Private Placement") of up to $12,600,000 through the issuance of up to 45 million units (each a "Unit") at a price of $0.28 per Unit.   Each Unit shall consist of one Common Share of Westward and one share purchase warrant (a "Warrant") with each Warrant exercisable to acquire one additional Common Share at a price of $0.57 for a period of five years from Closing.

Westward has agreed to pay to a finder a cash commission equal to 6.0% of the gross proceeds of the Private Placement.

Conditions Precedent to Completing the Transaction

The parties' obligations to complete the Transaction are subject to the satisfaction of a number of conditions including, but not limited to, completion of satisfactory due diligence reviews, negotiation and execution of definitive documentation including a formal share purchase agreement (the "Definitive Agreement"), completion of the Private Placement, Exchange approval, the approval of the shareholders of Westward, and other conditions customary for a transaction of this type.

Directors of the Resulting Issuer

On Closing, the board of directors of the Resulting Issuer will be reconstituted such that it will consist of up to five members, to be determined by the parties, of which two shall be nominees of SARI and three shall be independent directors. 

The nominees of SARI that will initially comprise the board of directors of the Resulting Issuer are anticipated to be:

Guy Duport - CEO and Director.  Mr. Duport has served as the President and CEO of SARI since 2007 and is also the current CEO of Trendfield Holdings Ltd, a British Virgin Islands company having offices in Hong Kong and Beijing and mining operations in West Africa and Mongolia.  At Trendfield, Mr. Duport has developed the company into a growing mining and consulting company, and through Trendfield he was instrumental in the establishment of the strategic partnership between China National Nuclear Corporation and the Republic of Niger.  From 1987 to 2006 he worked as a senior financial management consultant dealing with financial due diligence, mergers and acquisitions and contested take-over bids in Europe, the United States and Africa.  Mr. Duport has held several senior management positions within ISSA Group of companies and established the ISSA Group's Beijing office in 2000.  He is also a director and board member of 33 mining and petroleum companies including GoviEx Uranium Inc. and Southern Petroleum Ltd.  Mr. Duport has an MA (Hons) with a specialization in European Commercial Law with English, and is a Professional Member of the Society for Mining, Metallurgy, and Exploration (SME) in Colorado.

William Hayden - President and Director.  Mr. Hayden is a geologist with over 36 years experience in the mineral exploration industry, much of which has been in Africa and the Asia-Pacific region.  Mr. Hayden was the founder and President of Ivanhoe Nickel and Platinum Ltd. (formerly African Minerals Ltd.), a Canadian company which has assembled extensive mineral holdings in South Africa, Zambia and the Democratic Republic of Congo.  Since 1986 Mr. Hayden has worked in a management capacity with several exploration and mining companies, both in Australia and overseas.  Mr. Hayden is currently the President of Ivanhoe Philippines, Inc. (a wholly-owned subsidiary of Ivanhoe Mines), President of GoviEx Uranium Inc., and a director of Globe Metals & Mining Ltd., SARI, Ivanhoe Nickel and Platinum Ltd. and Sunward Resources Ltd.

In addition, it is anticipated that the following persons will also be directors of the Resulting Issuer on closing of the Transaction:

Paul Matysek - Non-Executive Chairman and Director.  Paul Matysek is a recognized entrepreneur and strategist, specializing in developing resource-based companies from conception to production.  He has over 35 years of exploration and development experience including holding several senior management and/or directorship positions with First Quantum Minerals Ltd., First Majestic Silver Corp. and Energy Metals Corp.  Mr. Matysek currently holds a number of  directorships  including Lithium One Inc. (Founder), Nevada Copper Corp., Forsys Metals Corp. and Oceanic Iron Ore Corp.  Mr. Matysek presently serves as President and Chief Executive Officer of Potash One Inc., a leading junior potash developer in Canada.  Over the past three years, Mr. Matysek has built Potash One's Legacy Project in Saskatchewan from concept to feasibility and it is expected to be Canada's first green field potash production facility in over 40 years.  Prior to Potash One, Mr. Matysek was the CEO and President of Energy Metals Corporation, a uranium company traded on the New York Stock Exchange and the Toronto Stock Exchange. Energy Metals became one of the fastest growing companies in Canada in the two year period of 2005-2007, having grown from a market capitalization of only $10 million in 2004 to $1.8 billion when it was sold to a larger uranium producer in 2007.

Craig Angus - Director. Craig is a graduate of The University of British Columbia's Sauder School of Business and is a veteran of over thirty years in the Canadian and International mining industries.  Craig was the Founder, President, CEO and later Chairman of Nevsun Resources Ltd., a Canadian based, African focused gold producer.  In addition he founded Sunridge Gold Corp., where he is the current Chairman and Potash North Resource Corp.  He has extensive experience on the African continent and has raised hundreds of millions for the exploration, development and construction of mining projects around the globe.  He is widely connected in both the mining and financial industries worldwide.

Harald Ludwig - DirectorMr. Ludwig is currently Co-Chairman of the Board of Lions Gate Entertainment Corporation.  Since 1985 Mr. Ludwig has served as President of Macluan Capital Corporation, a private equity and investment firm.  Mr. Ludwig is a director of West Fraser Timber Company Ltd., a public company listed on the Toronto Stock Exchange and one of North America's largest forest products companies and is also a director of Canadian Overseas Petroleum Limited, a TSX Venture Exchange company. He also serves as an adviser to Tennenbaum Capital Partners, LLC, a private investment firm.

The Resulting Issuer will form a technical committee to manage exploration programs on the Property, which committee will consist of a minimum of three members, the majority of whom will be nominees of SARI.  It is anticipated that one of SARI's initial nominees to the committee will be Mr. Benoit Magrina. Mr. Magrina serves as SARI's Exploration Project Manager and Consultant Geologist.  He is the Vice President of Uranium Logging & Consulting ("ULC"), a position he has held since 2008.  From 2003 to 2008, Mr. Magrina held several operations positions at Areva, including Project Geologist in Mongolia where he managed the prospecting of roll-front type uranium mines in the south-Gobi basin.  In 2002, he was a Junior Geologist at Omegalpha Canada in Quebec and wrote studies and articles on the Magmatism of the Kwyjibo region, Grenville Province (Québec, Canada), which focused on the type of mineralisation associated with iron oxides. Mr. Magrina has published several papers on uranium and participated in training courses throughout his career.  He received a Master in Earth Sciences from the Université Joseph Fournier in Grenoble and a M. Sc. in Earth Sciences from the Université du Québec à Montréal.

About SARI and SAR Guinee

SAR Guinee holds two iron ore permits in the Republic of Guinea: the Forécariah permit, located 75 kilometers from the capital city Conakry and 25 kilometers from the port of Matakang and consisting of an area of approximately 1,400 km2, and the Kerouane permit, located 400 kilometers from the Forécariah Permit and consisting of an area of approximately 500 km2.  All financing to date for SAR Guinee (approximately US$3 million) has been provided to date by SARI through loans from its directors.


The Forécariah permit covers iron ore deposits and has significant exploration potential.  Historical work on the Forécariah Permit has discovered only one deposit - the Sambalama Deposit, which was estimated to contain a resource of 710 million tonnes.  This resource was prepared by Soviet geologists in the early 60's to early 70's and it should be noted that the resource estimate does not employ NI 43-101 mineral reserve or resource categories and should not be relied on. No comparison of resource categories can be provided as the estimate is only based on surface data.

Previous exploration work on the permit revealed the occurrence of four horizons of ferruginous quartzite with length variation from 3 to 11 kilometers and widths from 30 meters to 400 meters. In March 2010 SARI conducted a 9,464 line kilometre high resolution helicopter-borne magnetic survey, which clearly identified a series of linear highly magnetic zones, the largest of which has a width up to 1,500 meters and a strike-length of over 16 kilometers. Ground mapping by SARI has confirmed that these magnetic anomalies coincide with sub- and outcropping magnetite quartzite.

SRK Consulting has been engaged to provide a NI 43-101 compliant report on the Forécariah Permit.  Based on a preliminary report, SRK has advised that both the magnetic data and ground mapping suggest that the mineralised units are steeply west-dipping to subvertical, while 3D inversion modelling along with other magnetic interpretation gives confidence that the magnetic sources from the magnetite mineralisation extend to at least 200 meters below the surface. Based on these interpretations, and a set of reasonable assumptions (200 meters vertical depth and an average density of 2.85 to 3.2 tonnes/m3), an exploration target size of just over 10 billion tonnes can be proposed for the magnetite mineralisation in the Forécariah tenement, distributed over ten target areas. The potential quantity and grade of this exploration target is conceptual in nature, as there has been insufficient exploration at present to define a mineral resource.  SRK notes that it is uncertain whether further exploration will result in targets being delineated as a mineral resource. Surface samples return encouraging results with an average grade of 36% Fe (from 186 samples) for the mineralisation. Davis Tube Recovery analysis for ten surface samples gave separate grades of between 66.5 and 70.0% Fe. SRK note that these encouraging results are based on a very limited dataset, surface samples only, and that full understanding of the chemistry and metallurgy of the mineralisation, especially at depth, awaits additional work. 

SRK recommend drilling of the magnetite horizons, concentrating at first on the Kalyadi target, which has an exploration target size of approximately 2.3 billion tonnes with the aim of defining an inferred resource. An initial drilling programme of 29 RC (5,800 meters) and 22 Diamond holes (4,700 meters) is proposed. Sixteen additional RC holes are planned on targets outside Kalyadi, aimed at providing confirmation and some basic information on the additional mineralisation.


This permit is located 400 kilometers east from the Forécariah Permit near the Rio Tinto Simandou and within the Guinean Diamond Triangle. The Simandou deposit contains 2.25 billion tonnes of ore, and is one of the world's biggest undeveloped iron ore deposits. To date, SAR Guinee has conducted site visits and identified significant iron ore mineralisation in form of magnetite quartzite.

ULC recommend that in early 2011 a high resolution helicopter-borne magnetic survey covering the prospective area, and representing 2,766 line kilometer, be conducted in order to map out the mineralised units and generate drilling targets.

Upon completion of the Transaction, the Resulting Issuer will carry on the business of exploration and development of SAR Guinee's Forécariah and Kerouane Permits.

Resulting Issuer Capitalization

Assuming the completion of the maximum amount of the Private Placement, the Resulting Issuer will have at Closing approximately 174,577,548 issued common shares, 45,000,000 warrants and 16,850,000 options outstanding. Of the outstanding shares, current shareholders of Westward would hold 104,667,548, representing 60%, SARI would hold 24.5 million, representing 14% and subscribers to the Private Placement would hold 45 million, representing 26%.    


Canaccord Genuity Corp. ("Canaccord"), subject to completion of satisfactory due diligence, has agreed to act as sponsor to Westward in connection with the Transaction, in consideration for which Westward will pay Canaccord a sponsorship fee of $50,000, of which $25,000 has been paid and the balance is payable on the delivery of the final sponsor report to the Exchange.  Canaccord will also be reimbursed for its reasonable expenses incurred in respect of this sponsorship. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.

The contents of this press release have been prepared under the supervision of, and reviewed by, Dr. Bert De Waele, PhD, Msc, Bsc, FAIG, Principal Consultant (Geology) of SRK Consulting and a "Qualified Person" for the purposes of NI 43-101.

Completion of the Transaction is subject to a number of conditions, including Exchange acceptance and shareholder approval. 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 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 securities of Westward should be considered highly speculative.

Forward-Looking Information

This news release contains "forward-looking information", which may include, but is not limited to, statements with respect to the future financial or operating performance of Westward and SAR Guinee. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Westward and SAR Guinee to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements contained herein are made as of the date of this press release and Westward and SAR Guinee disclaim, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management's estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward looking statements.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction described herein and has neither approved nor disapproved the contents of this news release. 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 news release.

All information contained in this news release with respect to SARI and SAR Guinee was supplied by SARI for inclusion herein.

The securities of Westward being offered have not been, nor will be, registered under the U.S. Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This news release does not constitute an offer or sale of securities in the United States.

SOURCE Westward Explorations Ltd.

For further information:

Gordon Keep
Suite 3123 - 595 Burrard Street
Vancouver, BC V7X 1J1
(604) 609-6110

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