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.
TSX VENTURE EXCHANGE: TSX-V: WWE.H
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.
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:
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:
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;
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
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
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
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
The Transaction is an arm's length transaction.
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 - Director. Mr. 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
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
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.
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
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:
Suite 3123 - 595 Burrard Street
Vancouver, BC V7X 1J1