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NEWSWIRE SERVICES/
- X-Ore shares to be consolidated on a 1 for 12.307692 basis
- X-Ore to issue 49,775,000 post-consolidation shares to Shamika
Resources shareholders
- Shamika Resources holds mining properties in the Democratic Republic of
the Congo
VAL D'OR, QC, Oct. 8 /CNW Telbec/ - X-Ore Resources Inc. ("X-Ore")
(TSXV - XOR) announces that it has entered into a letter agreement dated
October 7, 2008 with Shamika Resources Inc., a Montreal-based private company
with mining exploration properties in the Democratic Republic of the Congo
(the "DRC"), for an arm's-length reverse take-over transaction. The letter
agreement provides for the acquisition by X-Ore of all of the issued and
outstanding shares of Shamika Resources for an aggregate purchase price of
approximately $19.9 million, payable by the issuance of 49,775,000 common
shares of X-Ore, following a consolidation of the 86,034,711 common shares of
X-Ore on the basis of one share for every 12.307692 shares issued and
outstanding. Upon the closing of the reverse take-over and a concurrent
private placement, there will be 63,072,578 issued and outstanding X-Ore
common shares, the current shareholders of Shamika Resources will collectively
exercise control over X-Ore, and X-Ore's corporate name will be changed to
reflect the transaction with Shamika Resources.
Completion of the proposed reverse take-over is subject, among other
things, to regulatory approval and to the closing of a concurrent private
placement of a minimum of 6,307,258 units. Each unit will consist of one
common share of X-Ore and one-half of a share purchase warrant. Each whole
warrant will entitle the holder to purchase one common share of the new
Company for a period of one year. The final terms and conditions of the
concurrent private placement will be determined in the context of the market.
About Shamika Resources Inc.
Shamika Resources was incorporated under the Canada Business Corporations
Act and is in the business of exploring and developing natural resource
properties on the African continent. Shamika Resources holds near-term
production properties containing tantalum, tin, tungsten and niobium, as well
as the possibility of other minerals, including copper, platinum-group
elements, diamonds and gold, in the resource-rich Kibara metallogenic belt
area of the DRC. Shamika's strategy in the DRC is to secure a large portfolio
of mining blocks containing tantalum, tin, niobium and tungsten ore.
As of August 1st, 2008, Shamika held 721 mining blocks and is in the
process of claiming an additional 6,726 blocks. By the end of 2008, Shamika
expects to hold full mining rights on approximately 6,000 blocks for a total
area of about 5,000 square kilometres, most of these concessions being located
in the Kibara Belt of the DRC. All of Shamika's properties were granted under
the new democratically-elected government of the DRC.
Reports prepared in accordance with National Instrument 43-101 will be
available shortly with respect to two of Shamika's properties (Idjwi and
Kalehe).
Leon Methot, President & CEO of X-Ore commented, "This is a defining
transaction for X-Ore shareholders, as it provides leverage to a portfolio of
projects in one of the world's richest mineralized regions and to a host of
strategic metals with widespread industrial applications in steel and
electronics. It also allows X-Ore to advance its current projects in Mexico
and Canada, thereby unlocking value that is being overlooked in the current
financial markets."
Terms of the Proposed Reverse Take-Over
The letter agreement between X-Ore and Shamika Resources provides that
the 86,034,711 issued and outstanding common shares of X-Ore will be
consolidated on the basis of one share for every 12.307692 shares issued and
outstanding, so that there will be 6,990,320 X-Ore shares outstanding. X-Ore
will then acquire all of the shares of Shamika Resources for an aggregate
purchase price of $19,910,000, payable by the issuance of 49,775,000 common
shares of X-Ore. There are approximately 20 shareholders of Shamika Resources.
Holders of 4,703,628 Shamika Resources options will receive, in exchange
for such securities, options of X-Ore to purchase up to 4,703,628 X-Ore common
shares.