BOSS DONE!!!SAN going to fly tomorrow!
TB
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Boss Gold to proceed with reverse takeover
2007-02-05 18:34 ET - News Release
Mr. Irvin Ridd reports
ACQUISITION OF BLIZZARD URANIUM DEPOSIT REVERSE TAKEOVER TRANSACTION UPDATE
Boss Gold International Corp. is proceeding with its reverse takeover previously announced in Stockwatch on July 28, 2006. Boss has entered into an agreement dated July 27, 2006, with Anthony J. Beruschi, representing his company and trustees, Santoy Resources Ltd. and Adam Travis and Cazador Resources Ltd., under which Mr. Beruschi, Santoy and Mr. Travis and Cazador are selling all of their actual, or purported, interest in and to the Blizzard uranium claim, located in the Greenwood mining division in south-central British Columbia, and certain surrounding mineral claims to Boss for total consideration of $105-million payable by the issuance of a total of 52.5 million common shares of Boss at the deemed price of $2 per share. Mr. Beruschi is a Canadian resident, lawyer and businessman, Mr. Travis is a Canadian resident and geologist, and Santoy is a British Columbia incorporated company listed on the TSX Venture Exchange under the symbol, SAN. Cazador is a British Columbia incorporated company controlled by Mr. Travis. The transaction is an arm's-length transaction.
Subject to completion of satisfactory due diligence, Blackmont Capital has agreed to act as Boss's sponsor in connection with the proposed acquisition. In connection with the sponsorship, Boss has agreed to pay Blackmont a sponsorship fee plus all reasonable disbursements and Blackmont's legal fees incurred in connection with the sponsorship of Boss. The sponsor has also been provided, for a period of one year from the closing date of the acquisition, with an exclusive right and opportunity to lead any offering of securities of Boss to be issued and sold to the public in Canada by private placement or public offering or to provide professional, sponsorship or advisory services performed by a broker or investment dealer. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.
Boss also announces that it has retained Blackmont to act as its agent, on a best-efforts basis, in connection with a proposed private placement of 7,666,666 units at a price of 75 cents per unit for gross proceeds (before fees and expenses) of $5.75-million. Further, in connection with the acquisition, Boss intends to complete a non-brokered private placement of up to 666,666 units at a price of 75 cents per unit for gross proceeds of $500,000 (together with the private placement, the financings). Each unit to be issued pursuant to the financings will consist of one common share of Boss and one-half of a common share purchase warrant. Each whole warrant is exercisable for one common share of Boss for a period of 18 months from the closing of the private placement at an exercise price of $1. The expiry date of the warrants may be reduced, upon notice to holders and at the election of Boss, if after expiry of the four-month hold period, the closing price of Boss's shares are at a price equal to or greater than $1.25 per share for 20 consecutive trading days. If this condition is met and Boss so elects, the exercise period will be reduced to 25 business days from the date notice is provided by Boss to the holders of the warrants. Boss Gold intends to use the proceeds of the financings to implement the Phase 1 work program recommended by the independent geologist who prepared the technical report in connection with the acquisition, for working capital and for general corporate purposes. Blackmont is to receive 7 per cent of the gross proceeds of the brokered private placement and an option to acquire 7 per cent of the total number of units sold under the private placement with each option consisting of one unit exercisable at a price of 75 cents for a period of 18 months from the closing of the private placement.
Completion of the acquisition and the financings is subject to a number of conditions, including, among other things, TSX-V acceptance and shareholder approval of the acquisition.
The acquisition cannot close until the required shareholder approval is obtained. There can be no assurance that the acquisition or the financings will be completed as proposed herein or at all.
Investors are cautioned that, except as disclosed in any management information circular or filing statement to be prepared in connection with the acquisition, any information released or received with respect to the reverse takeover may not be accurate or complete and should not be relied upon. Trading in the securities of Boss should be considered highly speculative.