TSX-V Symbol: GOT
VANCOUVER,
Feb. 3 /PRNewswire-FirstCall/ -
Golden Touch Resources Corp. ("Golden Touch" or the
"Company") (TSX-V Symbol: GOT) is pleased to announce that further
to its news releases of November 8,
2010 and December 30, 2010, it
has received conditional acceptance from the TSX Venture Exchange
(the "TSXV") to the definitive agreement with Jab Resources Limited
("JAB"), whereby Golden Touch will
acquire, through schemes of arrangement under Australian law (the
"Arrangement"), all of the outstanding securities of JAB. The
consideration for the purchase of 100 per cent of the securities of
JAB will be paid by the issuance of approximately 8.5 million
common shares of Golden Touch (based
on JAB completing a financing of $450,000 prior to closing), warrants to purchase
approximately 250,000 common shares of Golden Touch exercisable at $1.20 per share and warrants to purchase
1,925,449 of Golden Touch
exercisable at $1.80 per share.
JAB's principal asset (held through its wholly
owned subsidiary JAB Resources SH PK, an Albanian registered
company) is the 100-per-cent-owned Albanian Exploration Projects, a
portfolio of exploration permits totaling approximately 140 sq km,
located in Northern Albania. JAB
has already spent in excess of US$5
million on exploration within the permit areas, which has
resulted in the outlining of significant gold, platinum group
elements (PGE) and chromite mineralization. Golden Touch has filed an updated National
Instrument 43-101 ("NI 43-101") compliant technical report on the
Albanian Exploration Projects with the TSXV and once it has cleared
comments the updated NI 43-101 report will be posted on SEDAR.
Under the Arrangement, every six ordinary shares
of JAB will be exchanged for one common share of Golden Touch and every six options of JAB will
be exchanged for one warrant of Golden
Touch. In addition, Golden
Touch will pay JAB $200,000
(Canadian) on closing.
The transaction is subject, among other things,
to the favorable vote of more than 50% of JAB share and option
holders (collectively the "JAB securityholders") present and voting
at each scheme meeting and at least 75% of the total number of
votes cast at each scheme meeting.
JAB has received an order from the Supreme Court
of Queensland (the "Court")
authorizing JAB to hold meetings of its JAB securityholders to
consider the Arrangement. Accordingly JAB has mailed the scheme
booklet and notices of meeting to the JAB security holders. The
scheme meetings will be held on February 22,
2011 and, subject the JAB securityholders approving the
Arrangement and receipt of a final court order in respect of the
Arrangement from the Court, the transaction is expected to close in
early March 2011.
The transactions contemplated herein are subject
to the final acceptance of the TSX Venture Exchange.
Mr. Aly Mawji,
President of Golden Touch stated:
"Golden Touch and JAB have achieved
significant milestones by obtaining TSXV conditional acceptance to
the Arrangement and Australian Court approval to hold
the JAB securityholder meetings. We look forward to obtaining
JAB securityholder and all final regulatory acceptances to the
transaction."
Mr Rob Murdoch,
Executive Chairman of JAB Resources Limited (JAB) stated: "JAB has
called its securityholder meetings and mailed the scheme booklet to
all JAB securityholders. The board of directors will all be voting
in favour of the Arrangement. We also strongly encourage all other
shareholders to vote, either in person or by proxy, in favour of
the Arrangement. JAB looks forward to the closing of the
transaction and early recommencement of exploration on the Albanian
Projects."
On Behalf of the Board of Directors
Golden Touch Resources Corp.
"Aly B. Mawji",
President
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 NEWS RELEASE.
SOURCE Golden Touch Resources Corp.
Copyright b. 3 PR Newswire