Tango Mining Limited (“Tango” or the “Company”)
(TSX.V – TGV) announces that with the continued operational success
at the Oena Diamond Mine in South Africa it is proposing to dispose
of the Metallurgical and Mining Projects located in South Africa
(the “
Disposition”). The Board of Directors made
this decision to allow management the ability focus attention on
its diamond properties.
The Company owns a 74% interest in each of Kwena
Mining Projects (Pty) Ltd. (“KMP”), Kwena Mining
and Metallurgical Services (Pty) Ltd. (“KMMS”) and
Kwena Springlake Projects (Pty) Ltd.
(“Springlake”) (collectively, the “Kwena
Group”).
Kevin Gallagher, a director of the Company and
non-arm’s length party, is the purchaser of the Company’s interest
in the Kwena Group. Therefore, the Disposition constitutes a
"related party transaction" as such term is defined in Multilateral
Instrument 61-101 Protection of Minority Security Holders in
Special Transactions (MI 61-101). The Company
is relying on the exemption from the formal valuation requirement
set out in subsection 5.5(b) of MI 61-101 as the Company is a TSX
Venture Exchange listed issuer.
Subject to Section 5.6 of MI 61-101, the
Disposition is subject to minority shareholder approval. The
Company has scheduled a special shareholders meeting for September
13, 2019, with a record date of August 12, 2019 in order to seek
minority shareholder approval.
The Disposition is also subject to approval of
the TSX Venture Exchange.
The Disposition was approved by the
disinterested directors of the Company who concluded that the terms
of the Disposition were on market terms and were fair to minority
security holders.
As consideration for the acquisition of the
Company’s 74% interest in the Kwena Group, Kevin Gallagher has
agreed to return for cancellation an aggregate of 39,988,160 common
shares of Tango (the "Payment Shares") at a deemed
price of C$0.05 per share, collectively held by the Kevin Gallagher
and his related parties for aggregate consideration of C$1,999,508.
In addition, outstanding indebtedness owed to the Kwena Group from
Tango and its subsidiaries in the aggregate sum of C$723,021 will
be forgiven.
After consummation of the transaction, the
Company’s total assets will be reduced from $4,376,725 (as of May
31, 2019) to $1,592,546 and the current liabilities will be reduced
from $3,678,046 to $1,596,772. After cancellation of the 39,988,160
the issued and outstanding shares will be reduced from 232,602,139
common shares to 192,613,979 common shares, thereby reducing the
shareholders’ equity from $(409,805) to $(1,112,710). After
cancellation of the shares, Kevin Gallagher will not hold any
securities of the Company, other than stock options.
The Company has an informal valuation of its
interest in the Kwena Group from March 2017 from an unrelated third
party, giving a total value of C$2,302,000.
The Company is also proposing to change its name
to “Southstone Minerals Limited”, which name change is subject to
the approval of the TSX Venture Exchange.
ON BEHALF OF THE BOARD OF DIRECTORS
OFTANGO MINING LIMITED
Mr. Samer Khalaf Chief Executive OfficerTango
Mining Limitedinfo@tangomining.com
Neither 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 Statement
Certain information set forth in this news
release contains “forward-looking statements” and “forward-looking
information” under applicable securities laws. Except for
statements of historical fact, certain information contained herein
constitutes forward-looking statements, which include management’s
assessment of future plans and operations and are based on current
internal expectations, estimates, projections, assumptions and
beliefs, which may prove to be incorrect. Some of the
forward-looking statements may be identified by words such as
“forecasts”, estimates”, “expects” “anticipates”, “believes”,
“projects”, “plans”, “outlook”, “capacity” and similar expressions.
These statements are not guarantees of future performance and undue
reliance should not be placed on them.
Such forward-looking statements necessarily
involve known and unknown risks and uncertainties, which may cause
the Company’s actual performance and financial results in future
periods to differ materially from any projections of future
performance or results expressed or implied by such forward-looking
statements. These risks and uncertainties include, but are not
limited to statements with respect to the estimation of mineral
resources; the realization of mineral resource estimates;
anticipated future production, capital and operating costs; cash
flows and mine life; potential size of a mineralized zone;
potential expansion of mineralization; potential types of mining
operations; permitting timelines; government regulation of
exploration and mining operations; risks that the presence of
diamond deposits mentioned nearby the Company’s property are not
indicative of the diamond mineralization on the Company’s property,
the supply and demand for, deliveries of and the level and
volatility of prices of rough diamonds, risks that the actual
revenues will be less than projected; risks that the target
production for the existing mining contracts will be less than
projected or expected; risks that production will not commence as
projected due to delay or inability to receive governmental
approval of the Company’s acquisition or the timely completion of
an NI43-101 report; technical problems; inability of management to
secure sales or third party purchase contracts; currency and
interest rate fluctuations; foreign exchange fluctuations and
foreign operations; various events which could disrupt operations,
including labor stoppages and severe weather conditions; and
management’s ability to anticipate and manage the foregoing factors
and risks.
The forward-looking statements and information
contained in this news release are based on certain assumptions
regarding, among other things, future prices for coal and diamonds;
future currency and exchange rates; the Company’s ability to
generate sufficient cash flow from operations and access capital
markets to meet its future obligations; coal consumption levels;
and the Company’s ability to retain qualified staff and equipment
in a cost-efficient manner to meet its demand. There can be no
assurance that forward-looking statements will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such statements. The reader is
cautioned not to place undue reliance on forward-looking
statements. The Company does not undertake to update any of the
forward-looking statements contained in this news release unless
required by law. The statements as to the Company’s capacity to
achieve revenue are no assurance that it will achieve these levels
of revenue.
Tango Mining (TSXV:TGV)
Gráfico Histórico do Ativo
De Fev 2025 até Mar 2025
Tango Mining (TSXV:TGV)
Gráfico Histórico do Ativo
De Mar 2024 até Mar 2025