Desert Gold Closes Acquisition of TransAfrika Belgique S.A.
November 30 2011 - 4:11AM
PR Newswire (Canada)
/NOT FOR DISSEMINATION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/ TSX Venture Symbol: DAU
TORONTO, Nov. 30, 2011 /CNW/ - Desert Gold Ventures Inc. (the
"Company" or "Desert Gold") is pleased to announce the completion
of the acquisition (the "Acquisition") from TransAfrika Resources
Cyprus Limited (the "Vendor") of all of the outstanding shares of
TransAfrika Belgique S.A. ("TransAfrika"), a private Belgian
company which owns interests in three advanced exploration-stage
gold deposits in central and western Africa through subsidiaries in
Rwanda, Mali and Senegal. Ayub Khan, Chairman of the Board of
Desert Gold, remarked: "The closing of the Acquisition marks a
new milestone in the development of Desert Gold. My own tenure as
CEO comes to an end in the best climate possible for the Company.
Having accompanied the rapprochement and the subsequent acquisition
of Transafrika and its portfolio of African gold assets, I can
confidently hand the reins over to Roeland van Kerckhoven as the
new President and CEO of the enlarged Desert Gold. The
combination of the two companies from the standpoint of assets and
human resources will in my opinion be the right platform to take us
to the next level of development. As Chairman of the Board
and in concert with the entire team, I will work diligently and
steadfastly to increase shareholder value in the future." Roeland
van Kerckhoven, incoming President and CEO of Desert Gold,
added: "I am very pleased that we can now proceed to increase
our inferred gold resource with the further development of some
very exciting prospects in Mali and Rwanda. Early exploration work
on the permits has identified clear drilling targets on which to
focus our efforts in the months ahead." Pursuant to the terms of
the definitive sale of shares agreement entered into between the
Vendor and TransAfrika in respect of the Acquisition (the "Share
Exchange Agreement"), an aggregate of 20 million common shares of
Desert Gold were issued to the Vendor and its nominees in exchange
for all of the issued and outstanding shares of TransAfrika.
Approximately 16 million of the Desert Gold shares so issued are
subject to escrow, as more particularly described in the filing
statement dated November 21, 2011 (the "Filing Statement") filed
with the TSX Venture Exchange and available under Desert Gold's
SEDAR profile at www.sedar.com. Desert Gold will be required to
issue a further 12,000,000 common shares, in the aggregate, to the
Vendor and its nominees in the event that within a two year period
from closing of the Acquisition, Desert Gold publishes an NI 43-101
compliant resource calculation disclosing that the TransAfrika
material properties contain at least an additional 1,000,000 ounces
of gold or gold equivalent in the inferred mineral resource
category. In addition, upon the closing ("Closing") of the
Acquisition, approximately $3.7 million of proceeds from a recent
private placement of subscription receipts (the "Financing") was
released to the Company by Computershare Trust Company of Canada,
as subscription receipt agent. Each of the 4,949,665
subscription receipts issued in the Financing converted
automatically upon Closing into one common share of Desert Gold and
one-half of one share purchase warrant. Each whole warrant
will entitle the holder to acquire one additional common share of
the Company at an exercise price of $1.00 for a period of 24 months
from Closing, provided that, in the event that the closing price of
the outstanding common shares on the TSX Venture Exchange is
greater than $1.50 for a period of 20 consecutive trading days at
any time following the Closing, the Company may, at its option,
accelerate the expiry date of the warrants by giving written notice
to the holders thereof and in such case the warrants will expire on
the date which is the earlier of: (i) the 30(th) day after the date
on which such notice is given by the Company; and (ii) 24 months
from Closing. The proceeds of the Financing, combined with existing
cash on hand, will enable the Company to complete TransAfrika's
recommended phase one work programs in Rwanda and Mali, as more
particularly described in the NI 43-101-compliant technical reports
filed in respect of the TransAfrika material properties and
accessible under Desert Gold's SEDAR profile. In accordance with
TSX Venture Exchange policy, Desert Gold obtained shareholder
approval for the Acquisition effective November 22, 2011 by way of
written consents from holders of a majority of the outstanding
Desert Gold stock. Effective upon closing of the Acquisition, the
Board of Directors and senior management of Desert Gold now consist
of the following individuals: Mohd Ayub Khan, Non-Executive
Chairman of the Board of Directors; Roeland van Kerckhoven,
President, CEO and Director; Jared Scharf, Chief Financial Officer
and Secretary; Louw van Schalkwyk, Vice-President, Exploration and
Director; Theo Christodoulou, Director; Thomas R. Tough, Director;
and Sonny Janda, Director. (Please refer to the Filing
Statement for selected biographical information relating to each of
the above persons.) About Desert Gold Ventures Inc. Desert Gold
Ventures Inc. is an advanced exploration and development company
which holds a portfolio of advanced mineral projects located in
Rwanda, Mali and Senegal together with a 50% participating interest
in a joint venture agreement with Kinross Goldbanks Mining Company
(a subsidiary of Kinross Gold Corporation) of Toronto, Ontario in
respect of the Goldbanks Mining property located in Pershing
County, Nevada, USA. 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. All dollars in this release are in
Canadian funds. 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 STATEMENTS AND TECHNICAL
DISCLOSURE This press release includes certain "forward-looking
statements". All statements regarding the ability of the
Company successfully integrate the businesses of Desert Gold and
TransAfrika and to delineate new resources in proposed drilling
programs are forward-looking statements that involve various risks
and uncertainties. There can be no assurance that such
statements will prove to be accurate and actual results and future
events could differ materially from those anticipated in such
statements. All statements that are not historical facts,
including without limitation statements regarding future estimates,
plans, objectives, assumptions or expectations of future
performance, are "forward-looking statements". We caution you
that such "forward looking statements" involve known and unknown
risks and uncertainties that could cause actual results and future
events to differ materially from those anticipated in such
statements. Such risks and uncertainties include the
inability of the Company to close the Acquisition and the
concurrent financing due to the state of the capital markets and
other factors, including those risk factors discussed in the
Company's filings with Canadian securities regulatory
agencies. The Company expressly disclaims any obligation to
update any forward-looking statements except as may be required by
law. The Acquisition remains subject to TSX Venture Exchange
review and approval of customary post-closing filings. The
Company reminds the reader that the inferred resource on the Rwanda
gold deposit is SAMREC but not NI 43-101 compliant and should not
be relied upon as an indication of future value. For further
details concerning the TransAfrika material properties in Rwanda
and Mali, please refer to the NI 43-101 compliant technical
reports, available under Desert Gold's SEDAR profile at
www.sedar.com. Desert Gold Ventures Inc. CONTACT: Jared Scharf,
Chief Financial OfficerTel. (416) 662-3971e-mail:
jared.scharf@desertgold.caFor further information on Desert Gold
Ventures Inc. please visit ourwebsite at: www.desertgold.ca
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