TORONTO, ONTARIO--December 20, 2013 - Takara Resources Inc. ("Takara" or the "Company") (TSXV:TKK) announces a non-brokered flow through private placement offering to be completed in conjunction with a capital re-structuring. The Company is offering up to 5,000,000 flow-through common shares at a price per flow-through common share of $0.05, for gross proceeds of up to $250,000. Additionally, the Company is completing a non-flow through unit ("Unit") offering at a price of $0.05 per Unit, for gross proceeds of up to $150,000. Each Unit is comprised of one (non-flow through) common share and one-half of one purchase warrant exerciseable at a price of $0.09 per share for a period of eighteen months.
The Offering will be made to residents of any Canadian Province in reliance upon applicable exemptions from registration and prospectus requirements. The closing of the flow through common share offering is expected to occur on or before December 31, 2013, and the closing of the Unit offering is expected to close on or before January 10, 2014, each of which are subject to the receipt of all required regulatory approvals, including the approval of the TSX Venture Exchange. All securities issued pursuant to the offering shall be subject to a hold period of four months from the date of closing. Insiders and pro-group members may participate in the Company's offerings, in accordance with regulatory requirements.
A finders' fee equal to 7% of the gross proceeds raised, in addition to the issuance of a number of finder warrants ("Finder Warrants") equal to 7% of the number of flow-through shares and Units sold may be paid to eligible finders. Each Finders' Warrant shall entitle the finder to acquire one non flow-through common share at a price of $0.05 per share for a period of 12 months from closing. The Company may elect to settle the cash portion of the finders fees by the issuance of common shares in accordance with applicable regulatory requirements and receipt of approvals. The funds raised pursuant to the offering will be used by the Company to finance Canadian projects.
Additionally, in conjunction with closing of the offerings, Takara shall make application to the TSX Venture Exchange to complete a capital restructuring by reducing the number of issued and fully paid shares on the basis of one new Takara share being issued in return for each ten old Takara shares presently held. The consolidation will be instrumental in enabling the Company to complete private placements priced within the parameters of the policies prescribed by the TSX Venture Exchange, and provides the Company with increased flexibility in negotiating financing opportunities. On November 28, 2013 the shareholders of Takara approved a special resolution to approve the amendment to Takara's Articles to consolidate all of the issued common shares of Takara on the basis of ten old shares for one new share, or such lesser ratio as the Corporation's directors may determine appropriate. As at today's date there are 94,826,470 shares of Takara issued and outstanding. The directors of the Company approved a 10:1 consolidation to take effect in conjunction with the offerings described above, and the Company will not be changing its name in this process.
In the event that the proposed transactions with Duckhorn Capital Inc. (see News Release December 16, 2013) are completed prior to December 31, 2013, Takara shall have an aggregate 142,226,470 shares issued and outstanding. By effecting a 10:1 share consolidation, Takara will have 14,222,647 shares outstanding. If the private placement offerings described above are fully subscribed, an additional 8,000,000 common shares will be issued, resulting in a total of 22,222,647 shares outstanding on a post consolidated and post financing basis (and taking into consideration the completion of the acquisition of Duckhorn Capital Inc.) As at the date hereof, Takara has no stock options or warrants outstanding.
FOR FURTHER INFORMATION PLEASE CONTACT:
Jennifer L. Boyle, B.A., LL.B
Director
Takara Resources Inc.
(647) 430.0966 (office)
(416) 904.2714 (cell)
Statement Regarding Forward Looking Information
Certain information contained in this news release, including any information relating to the proposed transaction and Takara's future financial or operating performance may be deemed "forward-looking". These statements relate to future events or future performance and reflect Takara's expectations regarding the transaction, and the future growth, results of exploration, business prospects and opportunities of Takara. These forward-looking statements are subject to a variety of risks and uncertainties that are identified and disclosed. Although Takara believes that the forward-looking information contained in this news release are based on reasonable assumptions, readers cannot be assured that actual results will be consistent with such statements. Accordingly, readers are cautioned against placing undue reliance on forward-looking information. Takara expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, events or otherwise, except in accordance with applicable securities laws.
The TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
NOT FOR DISSEMINATION IN THE UNITED STATES