Jul 30 2010
Majescor Resources Inc. ("Majescor" or the "Company") (TSX VENTURE:MJX) is pleased to announce the closing of the acquisition of all of the remaining issued and outstanding common shares of SIMACT Alliance Copper Gold Inc. ("SACG"), further to the exercise in January 2010 of the option granted to Majescor pursuant to the letter agreement of April 2009 (the "Transaction").
Pursuant to a share purchase agreement dated July 21, 2010 (the "Share Purchase Agreement") and executed by Majescor, SACG and SACG shareholders (the "Vendors"), the Company has acquired the remaining 16,993,800 common shares of SACG for a consideration of 10,000,000 common shares of Majescor's share capital.
Subject to certain conditions including the preparation by SIMACT's affiliate, SOMINE S.A., of a technical report compliant with NI 43-101 demonstrating indicated mineral resources on the Somine's properties located in Haiti of at least 1,000,000 ounces of gold or its equivalent in copper and silver, SACG's shareholders will be entitled to a minimum of 3,000,000 and a maximum of 6,000,000 additional common shares in the share capital of Majescor.
Concurrently with the closing of the Transaction, the Company has completed a non-brokered private offering of 10,000,000 units (the "Units") at a price of $0.25 for gross proceeds of $2,500,000 (the "Offering"). Each Unit consists of one common share of the Company (a "Common Share") and one-half common share purchase warrant (each, a "Warrant"). Each Warrant entitles its holder to acquire one additional Common Share of the Company at a price of $0.40 per share until July 27, 2012. Two insiders of the Company have participated in the Offering for gross proceeds of $100,000. The proceeds of the Offering will be used to fund the Company's general working capital and exploration program on the SOMINE Copper-Gold property in Haiti.
In connection with the Offering, the Company paid finder's fees totalling $150,600 and issued 602,400 non-transferable finder's fee warrants, each warrant entitling the holder to acquire one Common Share of the Company at a price of $0.25 per share until July 27, 2012. All securities issued in the Offering are subject to a four month hold period expiring on November 28, 2010.
As required pursuant to the Share Purchase Agreement, Mr. André Audet, Chairman of the Board, has agreed to resign from the Board of directors until the next annual shareholders' meeting to be held on September 9, 2010 to allow Mr. Jean-Marie Wolff, as representative of the Vendors, to be appointed as director until then.