Approval of Richbert Conversion
February 11 2013 - 3:30PM
Marketwired Canada
Sheltered Oak Resources Corp. ("OAK" or the "Company") (TSX VENTURE:OAK) has
received conditional approval from the TSX-V of a previously undisclosed
transaction whereby certain debt outstanding held by a related party was
converted into a net smelter royalty on the Company's Kerrs Gold Property.
On October 19th, 2011, the Company issued a promissory note in favour of
Richbert Agencies S.A. (a company owned by the spouse of, and deemed to be
controlled by, the then and current CEO and director of the Company, J.J. Elkin)
("Richbert") in the amount of up to $500,000 (the "Promissory Note").
Pursuant to a promissory note conversion agreement (the "Conversion Agreement')
dated March 1, 2012 and a subsequent NSR purchase agreement dated March 7, 2012,
Richbert agreed to settle its outstanding debt in the aggregate amount of
$400,000 advanced pursuant to the Promissory Note by converting such debt into a
0.2% net smelter royalty on the Kerrs Gold Property, such that Richbert has been
granted a 0.8% net smelter royalty in the Kerrs Gold Property.
As Richbert was an insider of the Company at the time of the transaction, the
transaction falls within the scope of MI 61-101- Protection of Minority Security
Holders in Special Transactions, in that Richbert is a related party of the
Company and a disposition of assets between related parties specifically
constitutes a related party transaction within MI 61-101.
The Company inadvertently failed to file a press release and obtain TSX-V
approval of the transaction. It is a condition of the amalgamation agreement
entered into with Foundation Resources Inc. ("Foundation") (as disclosed in the
press release of the Company dated January 15, 2013) that the Company obtain
approval for the transaction from the TSX-V. Accordingly, the Company is issuing
this press release in satisfaction of its requirements to obtain TSX-V approval.
ABOUT SHELTERED OAK RESOURCES CORP.
Sheltered Oak Resources Corp. is focused on mineral exploration opportunities
within Canada and owns a 100% interest in 27 mining claims, including mining
leases totaling 4,176 hectares which comprise the Kerrs Gold Property, located
east of Matheson in the prolific area of the Abitibi Greenstone Belt in
northeastern Ontario.
FOR FURTHER INFORMATION PLEASE CONTACT:
Sheltered Oak Resources Corp.
J.J Elkin
CEO
416-628-5802
416-628-5051 (FAX)
des874@aol.com
Sheltered Oak Resources Corp.
Art Hampson
Chief Financial Officer
416-628-5802
416-628-5051 (FAX)
ahampson@shelteredoak.com
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