Feb 13 2015
Wolf Resource Development Corp. is pleased to announce that its wholly owned subsidiary, Fura de Colombia S.A.S., has signed a definitive asset purchase agreement to acquire a 100% interest in a Colombian emerald exploration concession from Hector Andres Paez Rojas, Hector Obando, Hector Oliver Obando and John Lenoir Obando Sanchez, subject to regulatory approval.
The ECH-121 emerald exploration concession contract to be acquired by the Company is a grassroots emerald license located in the Boyacá region in Central Colombia (the "Concession"). The license for the Concession was executed on July 6, 2004, and registered with the Colombia National Mining Registry on June 9, 2005 and has been granted for an initial period of 30 years, expiring on July 4, 2034, with possible extensions for up to 30 years additional years to be negotiated with the governmental authorities. The license covers an area of 649 hectares and 1793 meters and the mineral granted under concession is emeralds.
The acquisition is at arm's length and is expected to constitute a fundamental acquisition pursuant to the policies of the TSX Venture Exchange (the "Exchange"). The agreement contemplates a total purchase price of US$975,000 payable to the Vendors (the "Purchase Price"). An initial deposit of US$25,000 has been made to the Vendors and the remainder of the Purchase Price will be paid on closing of the Concession acquisition. The purchase agreement contains closing conditions, representations and warranties and indemnification provisions customary for a transaction of this nature.
Completion of the transaction, expected on or before April 15, 2015, remains subject to a number of conditions, including the completion of a financing and the receipt of all necessary regulatory approvals, including the approval of the Exchange.
Pursuant to the acquisition, Wolf proposes to conduct and complete a non-brokered private placement financing, which will consist of subscription receipts. The gross proceeds of the financing will be placed in escrow for release to the Company upon the satisfaction of certain escrow conditions and resulting conversion of subscription receipts. The proceeds will be used to pay the purchase price, to conduct work on the Concession and for general working capital purposes. The securities issued will be subject to a four month hold period from the date of issue of the subscription receipts. The completion of the private placement and payment of any commission and fees remain subject to the receipt of all necessary approvals, including the approval of the Exchange. The Company will issue a separate press release announcing the terms of the financing once the terms have been settled.
Source: Wolf Resources Development Corp.