Currie Rose amends Isibaya acquisition agreement
Currie Rose Resources Inc (2) (C:CUI)
Shares Issued 35,701,313
Last Close 11/6/2012 $0.07
Thursday April 18 2013 - News Release
Mr. Harold Smith reports
STATUS OF THE SOUTH AFRICAN ISIBAYA ACQUISITION AMENDMENT OF ACQUISITION TERMS
Currie Rose Resources Inc. has received a National Instrument 43-101 technical report on Uitvalgrond platinum-group-elements-chromite project, which is the property on which the company plans on initially conducting exploration activities. The technical report has been submitted to the TSX Venture Exchange for review as part of the regulatory filing process and is available for viewing on the company's website.
In order to facilitate the transaction progressing to completion, the company and Rock & Stock Investments (Pty.) Ltd. have agreed to modify the purchase agreement to an option agreement. The result of the amended agreement is that the company will not issue the 7.5 million common shares or four million warrants on closing. Instead, the company has been granted an option to earn up to a 44-per-cent interest in the shares of Isibaya owned by R&S by the expenditure of $3-million (U.S.) over a three-year period, with a firm commitment of $350,000 (U.S.) during the initial year. The $100,000 (U.S.) payment to R&S remains as a term of the option agreement.
Upon earning the 44-per-cent interest of shares of Isibaya, the company has a call and R&S has a put during a period of one year for the company to acquire R&S's remaining 30-per-cent interest in shares of Isibaya owned by R&S by the payment of cash or, at the election of the company, issuance of common shares in the capital stock of the company equal to fair market value of the 30-per-cent interest.
In the event neither the company nor R&S exercise the call or put options, then other provisions of the option agreement apply, and the company may earn 74 per cent of the outstanding shares of Isibaya by financing the property to a definitive feasibility study, and by arranging financing for construction and development of a mine. A 2.5-per-cent net smelter return is payable to R&S in the event the Uitvalgrond or Sondzela projects are placed into production. A 3-per-cent NSR is payable to Wave Exploration and Development (Pty.) Ltd. and a payment of $500,000 (U.S.) to R&S in the event the company places the Steinkopf project into production.
As per the terms of the initial letter agreement, in the event the company earns a 74-per-cent interest in the shares of Isibaya, the Black Economic Empowerment Group (BEE) will own the remaining 26-per-cent interest, as required by South African law.
A finder's fee is payable to third parties of 860,000 common shares of the company and 300,000 warrants, exercisable at 10 cents per warrant.
The company intends on completing a financing to raise funds to undertake exploration of the Uitvalgrond project and for working capital, details of which will be announced when finalized.
The terms of the option agreement are subject to TSX Venture Exchange approval.
We seek Safe Harbor.