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Maya Gold & Silver Updates on Share Exchange with Praetorian Resources Limited and Glowat Royalty
Montreal, Quebec, April 23, 2013 – Maya Gold & Silver Inc. (« Maya » or the « Corporation ») (TSX VENTURE:MYA) announces that it has obtained the conditional approval of the TSX Venture Exchange for the issuance of 3,500,000 common share purchase warrants of Maya to Praetorian Resources Limited (« Praetorian ») in order to complete the share exchange concluded between Maya and Praetorian on July 12, 2012 and for the payment to Global Works, Assistance and Trading S.A.R.L. (« Glowat ») a royalty equal to 5% of the gross revenues generated from the Zgounder silver mine, less mining and milling costs.
On July 12, 2012, the Corporation announced by way of press release that it had entered into a share exchange agreement (the « Exchange Agreement ») with Praetorian pursuant to which the Corporation issued and exchanged 7,000,000 common shares of Maya at a deemed issue price of $0.25 per common share (total aggregate deemed value of $1,750,000) for 2,185,315 ordinary shares of Praetorian (with 1,092,657 subscription shares of Praetorian attached on a 1 for 2 basis) at a price of GBP 0.50 per Praetorian ordinary share (the « Share Exchange »). The Corporation further announced on July 12, 2012, that Praetorian also subscribed for 5,000,000 units of the Corporation at a price of $0.25 per unit (the « Units ») for total proceeds to the Corporation of $1,250,000, as part of the Corporation’s non-brokered private placement of $5,952,000, which closed on September 13, 2012 and November 26, 2012 (two tranches) (the « Private Placement »).
It was understood between Praetorian and the Corporation at the time of the execution of the Exchange Agreement, that the Share Exchange was to form an integral part of the Private Placement, and as such, the Corporation had agreed pursuant to the Share Exchange to issue to Praetorian the same securities issued to Praetorian under the Private Placement; being the Units issued at a price $0.25 per Unit and consisting of one common share and one-half of one common share purchase warrant of Maya. The parties signed an agreement to that effect on September 26, 2012. Consequently, in addition to the 7,000,000 common shares of Maya issued to Praetorian pursuant to the Exchange Agreement, the Corporation must issue 3,500,000 common share purchase warrants to Praetorian in order to complete the Share Exchange. Each common share purchase warrant will entitle the holder thereof to purchase one additional common share of Maya at a price of $0.35 per common share for a period of 24 months from its date of issuance with a deemed date of issuance of October 31, 2012. The four-month hold period will start on the actual date of issuance of the common share purchase warrants.
The final approval of the TSX Venture Exchange for the issuance of the 3,500,000 common share purchase warrants to Praetorian is subject to the approval of the disinterested shareholders of the Corporation. Consequently, shareholders of Maya will be asked to approve the issuance of the 3,500,000 common share purchase warrants at the next annual and special meeting of shareholders of the Corporation to be held on May 15, 2013.
On January 18, 2013, the Board adopted a resolution approving the payment to Glowat of a royalty equal to 5% of the gross revenues generated from the Zgounder silver mine, less mining and milling costs (the « Royalty »). Glowat is a private Moroccan company controlled by a party related to Noureddine Mokaddem, a Director and officer of the Corporation. Glowat is also the main contractor for all the Corporation’s projects in Morocco.
The Royalty shall be payable only once the transfer of the 85% interest in the Zgounder silver mine by the Office National des Hydrocarbures et des Mines (« ONHYM ») to the Corporation is finalized and completed and that the Corporation has full legal title for said 85% interest.
The Royalty will be payable to Glowat annually in arrears following the filing of the annual audited consolidated financial statements of the Corporation. The Royalty may not be transferred or assigned by Glowat to anyone and will lapse immediately following a change of control within Glowat (if any party(ies) related to Noureddine Mokaddem no longer hold, collectively, more than 50% of the voting securities of Glowat) or following the dismissal for cause by the Corporation of Mr. Mokaddem.
Considering the non-arm’s length relationship between the Corporation and Glowat (since Glowat is controlled by a party related to Mr. Mokaddem who is also President a Director of Corporation), the TSX Venture Exchange has required that the payment of the Royalty to Glowat is subject to the approved of the disinterested shareholders of the Corporation.
Consequently, shareholders of Maya will be asked to approve the payment of the Royalty to Glowat at the next annual and special meeting of shareholders of the Corporation to be held on May 15, 2013.
Maya Gold & Silver Inc. is a Canadian listed mining corporation focused on the exploration and development of gold and silver deposits in Morocco. The Corporation’s shares trade on the TSX Venture Exchange under the symbol « MYA ».
This release may contain forward-looking statements including management’s assessments of future plans and operations, and expectations of future production. These statements are based on current expectations that involve a number of risks and uncertainties, which could cause actual results to differ materially from those anticipated. These risks include, but are not limited to, the risks associated with the mining and exploration industry (e.g. operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to production and the uncertainty of the availability of capital). The assumptions used in the preparation of such statements, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.
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.