African Queen and XORTX Pharma Terminate Proposed Merger Transaction


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TSX.V:AQ
07/31/2014 [ACCESSWIRE]

Vancouver, British Columbia / ACCESSWIRE / July 31, 2014 / AFRICAN QUEEN MINES LTD. (the "Company") announces that it has entered into a Termination Agreement with XORTX Pharma Corp. ("XORTX") to terminate by mutual agreement its acquisition of all of the outstanding shares of XORTX and the related transactions which would have resulted in the consolidation of the companies in a transaction characterized as a reverse take-over (RTO). Accordingly, the Letter Agreement dated March 2, 2014, as amended March 18, 2014, April 15, 2014 and May 31, 2014, among the Company, XORTX, Dr. Allen Davidoff and Irwin Olian has been terminated, with the exception of certain provisions related to confidentiality and payment of expenses. The consolidation of the companies was terminated due to failure to meet the financing condition specified in said Letter Agreement, which required a minimum of $3 Million to be raised in a related private placement for the transaction to be consummated.

As a result of the aforesaid termination, the Company has now cancelled its Special Meeting of
Shareholders scheduled to be held on August 1, 2014. The purpose of said Special Meeting was to seek the approval of the Company's shareholders of its acquisition of XORTX and the related transactions.

The Company will now move forward independently and will refocus its efforts on realizing value from its portfolio of exploration properties in Africa through potential sales, joint ventures, development and mining activities. Management believes its properties are highly prospective and remain significant assets with the potential to add shareholder value. Trading in the Company's shares on the TSX Venture Exchange (the "Exchange") has been halted in accordance with applicable policies of the Exchange following announcement of the proposed transaction with XORTX in March, 2014. Management will take steps to request a resumption in trading in the Company's shares in accordance with Exchange policies as soon as practicable.

About African Queen

The Company is an exploratory resource company with diversified mineral properties in East and West Africa. It is exploring its properties in Ghana and Kenya for gold and other metals. In Ghana it has 30.23 sq. km. under license for gold under an agreement with another company. In Kenya it has approximately 850 sq. km. under license for gold and metals, and a further 737 sq. km. of gold and other minerals licenses under agreements with two other companies. The Company's operations in Ghana are carried out through its subsidiary AQ Ghana Gold Limited. Its operations in Kenya are carried out through its operating subsidiary AQ Kenya Gold Limited. The Company has its executive offices in Vancouver, Canada. The Company is currently undertaking strategies to sell or enter into joint ventures or partnerships with respect to its properties in Africa, or otherwise obtain funding to proceed with their development and potential mining activities. The Company was incorporated under the laws of the Province of British Columbia, Canada on April 30, 2008, and received certain southern African assets in a spin off transaction related to the acquisition of Pan African Mining Corp. by Asia Thai Mining Co., Ltd.

ON BEHALF OF THE BOARD OF DIRECTORS OF
AFRICAN QUEEN MINES LTD.

"Irwin Olian"
Irwin Olian, Chairman & CEO

For more information, contact:

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 |Irwin Olian, President and CEO         |Carrie Howes, Corporate CommunicationsEmail: carrie@africanqueenmines.comPhone:Germany -|
 |E-mail: tigertail@africanqueenmines.com|+49 (0) 21141 7404U.K.- +44 (0) 870 490 5443Canada - +1 416 900 3634Dubai - +971 55 997 |
 |Phone: (604) 899-0100                  |0427                                                                                    |
 |Fax: (604) 899-0200                    |                                                                                        |
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The TSX Venture Exchange has neither approved nor disapproved the contents of this news release. 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.

This news release may contain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 or "forward-looking information" within the meaning of applicable Canadian securities laws, which we will refer to as "forward-looking information". Often, but not always, forward-looking information can be identified by the use of words such as "plans", "expects", "targets", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "believes" or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking information includes, but is not limited to, statements pertaining to proposed financing, development activities, commissioning of environmental studies, metallurgical studies, commissioning of a third party feasibility study, arrangement of financing for development or business combinations.

We can give no assurance that the forward-looking information will prove to be accurate. Forward-looking information by its nature is based on assumptions and involves known and unknown risks, uncertainties and other factors, including those discussed in the Company's quarterly and annual management discussion and analysis, which are available at www.sedar.com under the Company's profile, any of which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. The forward-looking information is based on a number of assumptions that management believes are reasonable, including but not limited to assumptions about: the financial condition of the Company; anticipated costs and expenditure; mineral resources or reserves and metallurgical recoveries; general business conditions; and the ability to achieve our goals. The forward-looking information is also subject to certain risks, uncertainties and other factors associated with our business, including but not limited to: ability to obtain financing; mineral reserves and resources and metallurgical recoveries; mining operational and development risk; litigation risks; regulatory restrictions, including environmental regulatory restrictions and liability; risks of sovereign investment and operating in foreign countries; currency fluctuations; speculative nature of exploration; global economic climate; dilution; share price volatility; competition; loss of key employees; additional funding requirements; and defective title to mineral claims or property, as well as those factors discussed in the Company's quarterly and annual management discussion and analysis. Should underlying assumptions prove incorrect, or should one or more of the risks, uncertainties or other factors materialize, actual results may vary materially from those expressed or implied in the forward-looking information.

Forward-looking information is designed to help you understand management's current views of our near and longer term prospects, and it may not be appropriate for other purposes. Forward-looking information is based on the reasonable beliefs, estimates and opinions of management at the date the statements are made and is subject to change without notice. These factors should be carefully considered and viewers are cautioned not to place undue reliance on forward-looking information, which speaks only as of the date of this news release. We will not necessarily update this information unless we are required to by applicable securities laws.

Not for distribution to United States wire services or dissemination in the United States. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. 

SOURCE: AFRICAN QUEEN MINES LTD. 

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