Under the terms of the letter agreement, the company has agreed to enter into a definitive agreement to purchase all of the issued and outstanding common shares in the capital of Exploraciones from the shareholders in consideration for the company issuing 8,000,000 common shares to the shareholders.
The parties have agreed to enter into a definitive agreement on or before 15 June 2009, and have also agreed to close the proposed transaction on or before 31 July 2009, or such other date as the parties may agree to in writing.
Completion of the proposed acquisition will be subject to certain conditions, including completion of each party's satisfactory due diligence review of the other - the financial condition, business and properties of each. It will also include receipt of all necessary regulatory approvals, including those of the TSX Venture Exchange, the completion of audited and interim financial statements of Exploraciones as required by applicable securities laws and the closing of the definitive agreement.
The company said that subject to exchange approval, it intends to issue the maximum payable finders fee in common shares to one finder upon the closing of the definitive agreement, in consideration for services provided by the finder with respect to the transaction.
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