Vancouver, Canada – August 31, 2012– SAVARY CAPITAL CORP. ("Savary" or the "Company") (TSX-V: SCA) is pleased to announce that it has obtained conditional approval from the TSX Venture Exchange (“Exchange”) for the completion of its acquisition of Burkina Gold Corporation ("Burkina Gold"). The acquisition of Burkina Gold will be completed by way of amalgamation and will constitute the Qualifying Transaction for Savary. Pursuant to the acquisition, the current shareholders of Burkina
Gold will be issued 7,540,010 Savary common shares and, following the acquisition, Savary will have 25,160,010 common shares outstanding.
Upon closing the acquisition of Burkina Gold, the name of the Company will be changed to "Savary Gold Corp." Closing is expected to be completed during the week of September 10, 2012, following receipt of Burkina Gold shareholder approval at a general shareholders’ meeting to be held on September 6, 2012 and satisfaction of other standard closing conditions. Further information concerning the acquisition is available in the Filing Statement, prepared by Savary, and available to the public on SEDAR (www.sedar.com).
South Hounde Option Agreement
Burkina Gold is party to a definitive option agreement (the “Option Agreement”), effective May 17, 2012, with Avion Gold Corporation ("Avion") pursuant to which Burkina Gold has the option (the "Option") to acquire the South Block of Avion's Hounde Property, located in Burkina Faso, Africa.
In connection with the receipt of conditional approval from the Exchange, Savary amended the Option Agreement with Avion to add a maximum limit on the number of common shares that Savary can issue to Avion upon exercise of the Option. The Option Agreement still provides that to exercise the Option the Company must incur exploration expenditures of US$3,000,000 within 24 months of the effective date of the Option, of which US$1,500,000 is to be spent within the first twelve months. The Option Agreement also still provides that upon satisfying the exploration commitments, Savary may elect to exercise the Option and complete the acquisition of 100% of the Property by issuing to Avion that number of common shares that will result in Avion holding 19.99% of the issued and outstanding share capital of Savary
immediately following the exercise of the Option. However, the Option Agreement has now been amended so that the number of shares to be issued on exercise of the Option will not exceed 27,000,000 Savary common shares.
Incoming Board and Management
Charles Mostert, who is the current President of Burkina Gold and who will be appointed the President and Chief Executive Officer of Savary upon completion of the acquisition, stated, “Burkina Gold is keen to complete the amalgamation of Savary. In the coming weeks, we expect to provide the results of exploration activities at the South Hounde property during the early summer months and outline the exploration program for the winter. My colleagues and board members at Burkina Gold are excited to launch Savary Gold as a public company focussed on the vast exploration potential of Burkina Faso, particularly in the Hounde greenstone belt.”
As previously announced, on closing of the acquisition, the Savary Board of Directors and management will be reconstituted to include: Daniel Nocente, Mark Morabito, Stephan Theron and Craig Pearman. Charles Mostert will assume the position of Chief Executive Officer and Carlo Valente will assume the position of Chief Financial Officer. Brief biographical information for each gentleman is set out below.
Daniel Nocente, Director and Chairman of the Board
Mr. Nocente is Vice-Chairman of National Bank Financial (Corporate and Investment Banking) based in Vancouver. Prior to joining National Bank, he was Vice-Chairman and the BC Geographic Head for RBC Capital Markets. In addition, he has held positions at several other prominent investment banks in Canada. Daniel has worked at various times in Montreal, Toronto, Vancouver and New York. He has a BA from the University of British Columbia and an MBA from George Washington University in
Charles Mostert, Chief Executive Officer
Mr. Mostert has 33 years experience in the mining industry. He has served as Chairman/CEO/Director of 10 resource companies listed on the Australia Stock Exchange with over $400 million in capital raisings. His resources experience includes gold, diamonds, coal, copper, platinum and iron ore. He was the principal party for the identification, negotiation and acquisition of the Slater operating coal mines and a Transnet/Richards Bay Coal export allocation for Forbes & Manhattan Coal Corp. He was CEO of Lonrho Mining Ltd. He is a founding director of Gulara Trading 101 LLP, a company registered in the UK which specialises in providing logistics solutions to mining companies. Mr. Mostert holds a B.Comm (Hons) degree, a Certificate in Mining Taxation, a MDP diploma and an MBL degree.
Mark Morabito, Director
Mr. Morabito has over 15 years experience in public markets with a strong focus on junior mining with extensive experience in capital-raising and corporate development. Mr. Morabito founded and has been the principal driving force behind a number of successful resource development companies including
Alderon Iron Ore Corp., Crosshair Energy Corporation, and Excelsior Mining Corp.. He is also the founder of EGM Exploration Group Management Corp., which is now part of Forbes and Manhattan as Forbes West, overseeing all of the Forbes and Manhattan western North American operations. Mr. Morabito has a B.A. from Simon Fraser University and completed his J.D. at the University of Western Ontario. He practiced Corporate Finance and Securities Law in Toronto and Vancouver prior to
becoming a principal in the mining industry.
Craig Pearman, Director
Mr. Pearman has over 20 years experience as an exploration and mining geologist in Ghana, Tanzania and South Africa. Mr. Pearman is currently the President and CEO of Midlands Minerals Corporation and prior to that he held the roles of Chief Exploration Geologist for Kinross Gold Corporation at the Chirano Mine in Ghana, Consultant Geologist for Newmont Ghana Gold at the Ahafo and Akyem gold mines, and Exploration Manager and Managing Director for Volta Resources in Ghana. Mr. Pearman received his B.Sc. (Honours) from the University of Natal, Durban, South Africa in 1991 and is a member of the South African Council for Natural Scientific Professions.
Stephan Theron, Director
Mr. Theron has over 13 years of extensive financial management, project finance and equity analysis experience in the mining, energy and infrastructure sectors. Mr. Theron is currently President and CEO of Forbes & Manhattan Coal Corp., a South African based coal producer. Mr. Theron was previously sector head – materials and energy at an independent investment research firm with a focus on emerging markets from September 2007 to October 2009. He also worked on various mining and energy capital projects in Southern Africa, North America and Europe for WEIR plc and AMEC pls from January 2002 to September 2007. Mr. Theron is a Certified General Accountant in Canada and has a B.Com. degree from the University of Johannesburg.
Carlo Valente, Chief Financial Officer
Mr. Valente is a chartered accountant with a background in corporate transactions, public markets and accounting obtained over a fifteen year span with the Vancouver and Milan offices of PricewaterhouseCoopers. Mr. Valente was most recently Managing Director and his focus over the last twelve years was advising corporations, private equity firms and sovereign wealth funds on M&A transactions, of which a significant portion was in the natural resources sector. Mr. Valente joined the
Forbes West team in March 2012 as Executive VP Finance and Corporate Transactions and is currently the CFO of Golden Raven Resources Ltd., a reporting issuer in the provinces of British Columbia and Alberta. Mr. Valente graduated from Simon Fraser University in 1997 with a BBA and obtained his CA designation in 2000. He is a member of both the Institute of Chartered Accountants of British Columbia and the Canadian Institute of Chartered Accountants.
Completion of the Acquisition is subject to a number of conditions, including final acceptance of the Exchange. The transaction cannot close until the required approvals are obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the transaction, any information released or received with respect to the Qualifying Transaction or the Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities
of Savary should be considered highly speculative. Trading in the common shares of Savary will remain halted pending further filings with the Exchange.
The 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.
For more information, contact Scott Ackerman at (778) 331-8505.
On behalf of the Board of Directors of
SAVARY CAPITAL CORP.
President, CEO, and Corporate Secretary
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.
This new release may contain forward-looking statements. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors discussed in the management discussion and analysis section of our interim and most recent annual financial statement or other reports and filings with the TSX Venture Exchange and applicable Canadian securities regulations. We do not assume any obligation to update any forward-looking statements except in accordance with the applicable securities laws.