/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/
CALGARY, July 23, 2013 /CNW/ - Further to a news release dated July 4, 2013, Boxxer Gold Corp. (TSX
Venture: BXX/OTC: BXXRF) ("Boxxer" or the "Corporation") announced today that it has signed an arm's length binding share
purchase agreement ("Share Purchase Agreement") with Konnex Resources, Inc. ("Konnex") to acquire all of the issued and outstanding shares of Konnex (the "Acquisition").
Konnex Resources Inc:
Konnex is a private Canadian metals exploration company that seeks to
identify and acquire undervalued projects located in low risk
jurisdictions. Konnex has a highly experienced board and management
team with collectively over 100 years of experience in exploration,
development, mine management, and project sourcing worldwide. As of May
31, 2013, Konnex had net current liabilities of approximately $316,048
and it is anticipated that at the closing of the Acquisition, Konnex
will have up to 10,600,000 shares outstanding.
Konnex's main asset is an option on the Empire Mine, a former
copper-gold-silver producer located within the Alder Creek mining
District, 5.5 kilometers southwest of the town of Mackay in central
Idaho. The property consists of 23 patented mineral claims, 21
unpatented mineral claims and five unpatented mill-site claims covering
a contiguous 301 hectares (743.7 acres) (the "Empire Project"). For further information on Konnex and the Empire Project, please
refer to Boxxer's July 4, 2013 press release.
Terms of the Acquisition:
Pursuant to the Share Purchase Agreement, subject to certain conditions,
Boxxer will make an offer, on or before July 29, 2013, to the
shareholders of Konnex to purchase all of the issued and outstanding
shares of Konnex on the basis of five (5) Boxxer shares for each one
(1) Konnex share. The offer expires on August 19, 2013. The take-up
of the Konnex shares by Boxxer is subject to a number of conditions
including: (i) the execution of an escrow agreement by the principals
of Konnex, who will hold in aggregate approximately 38% of the
outstanding Konnex shares at the closing of the Acquisition, providing
for the release of those Konnex shares, as to 25% on each on the six,
12, 18 and 24 month anniversaries of the closing date of the
Acquisition; (ii) the holders of 100% of the Konnex shares tendering
their shares to the offer; (iii) the conversion of approximately
$88,400 of shareholder loans of Konnex into Konnex shares at a price of
$0.20 per Konnex share; (iv) the amendment of loan agreements for
approximately $205,000 of shareholder loans of Konnex such that these
loans are only payable upon approval of the board of directors of
Konnex; (v) the receipt of all required regulatory approvals, including
the approval of the TSX Venture Exchange; and (vi) other standard
conditions for transactions of this nature. The Share Purchase
Agreement also contains standard representations, warranties and
covenants for transactions of this nature. The Share Purchase
Agreement also contains standard non-solicitation, standstill and
non-competition clauses and the payment of a break-fee of $100,000 in
the event of the acceptance by Konnex of a superior offer.
The board of directors of Konnex has unanimously approved the entering
into of the Share Purchase Agreement and have unanimously determined to
recommend acceptance of the offer by the holders of Konnex shares. In addition, certain directors, officers and shareholders of Konnex,
who will hold in aggregate approximately 38% of the outstanding Konnex
shares at the closing of the Acquisition, have entered into irrevocable
support agreements to tender their Konnex shares to the offer. Upon
completion of the acquisition, it is anticipated that Mr. Jason Riley
and Mr. Dennis Thomas (both directors of Konnex) will join the board of
directors of Boxxer.
The Completion of the Acquisition is subject to a number of conditions,
including TSX Venture Exchange approval of the Acquisition and the
holders of 100% of the Konnex shares tendering their shares to the
offer. There can be no assurance that the Acquisition will be completed
as proposed or at all.
About Boxxer Gold Corp.
Boxxer is a Canadian junior resource company involved in the exploration
for large polymetallic copper deposits in North America. Boxxer's
active projects include the Boss and Buena Vista copper projects in the
state of Nevada, the DOK copper-gold porphyry property in Northwest
B.C. and the East Breccia copper-silver- molybdenum property in
Ontario. Boxxer also has the Crescent Peak gold-silver project in
Nevada and the Gordon Lake gold project located 110 kilometres north of
Yellowknife NWT, Canada.
Neither the 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.
Forward-Looking Information: This news release may contain certain forward-looking information.
All statements included herein, other than statements of historical
fact, are forward-looking information and such information involves
various risks and uncertainties. There can be no assurance that such
information will prove to be accurate, and actual results and future
events could differ materially from those anticipated in such
information. In particular, this press release contains forward
looking information in relation to the completion of the purchase of
the shares of Konnex and the transactions disclosed herein. There is
no certainty that the proposed Acquisition will close, that all
regulatory approvals for the Acquisition will be received or that all
of the holders of Konnex shares will tender their shares to the offer.
In addition, there is no certainty that Boxxer will exercise its option
on the Empire Project and there is no certainty that additional
exploration will identify additional exploration targets or expand the
dimensions of known zones of mineralization on the Empire Project. For
any forward-looking information given, Management has assumed that the
conditions to the Share Purchase Agreement will be met and that the
shareholders of Konnex will tender their shares to Boxxer. Management
has also assumed that the results it has received and reviewed in
relation to the Empire Project and the interpretation thereof are
reliable, and has applied geological and geophysical interpretation
methodologies which are consistent with industry standards. Although
Management has a reasonable basis for the conclusions drawn, actual
results may differ materially from those currently anticipated in such
forward-looking information. A description of additional assumptions
used to develop such forward-looking information and a description of
risk factors that may cause actual results to differ materially from
forward-looking information can be found in Boxxer's disclosure
documents on the SEDAR website at www.sedar.com. Boxxer does not undertake to update any forward-looking information
except in accordance with applicable securities laws.
SOURCE: Boxxer Gold Corp.
