Turnberry Completes Qualifying Transaction and Shares to Resume Trading on the TSX-V
(firmenpresse) - VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 03/27/12 -- Turnberry Resources Ltd. (TSX VENTURE: TUR.P) ("Turnberry" or, the "Company"), is pleased to announced that it has completed and received final acceptance from the TSX Venture Exchange (the "Exchange" or the "TSX-V") in respect of the Company's qualifying transaction (the "Qualifying Transaction") originally announced on September 1, 2011 and described in detail in the Company's Filing Statement dated February 20, 2012 (available under the Company's profile at ). Pursuant to the Qualifying Transaction the Company has entered into an agreement dated effective September 1, 2011 with Eagle Plains Resources Ltd. ("Eagle Plains") (TSX VENTURE: EPL), to earn up to a 75% interest in the Wildhorse Property located 30 km north-east of Cranbrook in British Columbia, Canada (the "Option Agreement").
Under the terms of the Option Agreement, Turnberry will acquire a 60% interest in the Wildhorse Property in exchange for aggregate payments and share issuances to Eagle Plains of $495,000 and 950,000 post sub-division common shares (please see below under "Closing of Share Subdivision") over a period of five years, and by incurring expenditures of C$4,900,000 on the Wildhorse Property over the same time period. Upon Turnberry earning a 60% interest in the Wildhorse Property, a joint venture will be formed between the parties. The Company has the right to earn an additional 15% interest in the property by paying all expenditures to prepare a bankable feasibility study by no later than the eighth anniversary of regulatory approval of the Qualifying Transaction.
Closing of Share Subdivision
The Company has also closed its share subdivision. Pursuant to the subdivision the outstanding common shares of the Company were subdivided on the basis of three new common shares for each one outstanding common share.
Closing of Private Placement
As detailed in a prior press release dated March 26, 2012, the Company has closed a non-brokered private placement pursuant to which it raised gross proceeds of $530,000. At the closing of the private placement the Company issued 10,600,000 units of the Company at a price of $0.05 per unit, for aggregate gross proceeds of $530,000. Each unit will consist of one post sub-division common share and one post sub-division common share purchase warrant. Each warrant will entitle the holder to acquire one additional post sub-division common share of the Company at a price of $0.10 a share for period of five years from closing.
All securities issued or issuable under the private placement are subject to a four-month hold period pursuant to applicable Canadian securities laws and the policies of the Exchange.
The Resulting Issuer and Resumption of Trading
Following the Exchange's acceptance of the Option Agreement, the completion of the share subdivision and the non-brokered private placement, Turnberry has 16,900,000 issued and outstanding common shares (not including the first 100,000 shares issuable to Eagle Plains under the Option Agreement) and 10,600,000 warrants outstanding that entitle the holders to purchase an equal number of common shares. In addition, on a post subdivision basis a total of 150,000 stock options and 300,000 agent's warrants are also outstanding.
As indicated in the bulletin issued by the Exchange, Turnberry will resume trading on the Exchange at market open on Thursday, March 29, 2012. The Company will be classified as a Tier 2 "mineral exploration" company with the trading symbol "TUR".
ON BEHALF OF TURNBERRY RESOURCES LTD.
David De Witt, Chief Executive Officer and Director
This news release does not constitute an offer to sell or a solicitation of an offer to sell 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 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 United States Securities Act of 1933 and applicable state securities laws or an exemption from such registration is available.
Forward-Looking Statements
This release contains certain "forward looking statements" and certain "forward-looking information" as defined under applicable Canadian and U.S. securities laws. Forward-looking statements can generally be identified by the use of forward-looking terminology such as "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "continue", "plans" or similar terminology. Forward-looking statements include, but are not limited to, statements with respect to the completion of the qualifying transaction and the completion of the transactions contemplated by the option agreement between Turnberry Resources Ltd. and Eagle Plains Resources Ltd. Forward-looking statements are based on forecasts of future results, estimates of amounts not yet determinable and assumptions that, while believed by management to be reasonable, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Certain of the statements made herein by Turnberry Resources Ltd. are forward-looking and subject to various risks and uncertainties, both known and unknown, many of which are beyond the ability of Turnberry Resources Ltd. to control or predict. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements.
Forward-looking information is subject to known and unknown risks and uncertainties that may cause Turnberry Resources Ltd.'s actual results, performance or achievements may be materially different from those expressed or implied by such forward-looking information, and are developed based on assumptions about such risks, uncertainties and other factors set out here in, including but not limited to the inherent risks involved in the exploration and development of mineral properties, the uncertainties involved in interpreting drill results and other exploration data, the potential for delays in exploration or development activities, mine development and production costs, the projected life of the Company's mines, future production levels, the geology, grade and continuity of mineral deposits, the possibility that future exploration, development or mining results will not be consistent with the Company's expectations, accidents, equipment breakdowns, title matters, labor disputes or other unanticipated difficulties with or interruptions in production and operations, fluctuating metal prices, unanticipated costs and expenses, uncertainties relating to the availability and costs of financing needed in the future, the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses, commodity price fluctuations, currency fluctuations, regulatory restrictions, including environmental regulatory restrictions and liability, competition, loss of key employees, and other related risks and uncertainties. The Company undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management's best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Contacts:
Turnberry Resources Ltd.
C. Warren Beil
Corporate Secretary
(604) 628-1168
(604) 688-0094 (FAX)
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Datum: 27.03.2012 - 16:14 Uhr
Sprache: Deutsch
News-ID 1097132
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