Capital pool company Bacanora Minerals Ltd. has provided details concerning the binding letter agreement with the British Virgin Islands-registered Mineramex Limited, signed on July 17, 2009 and amended by an agreement of January 18, 2010.
The sole assets of Mineramex are 99.9% of shares of Minera Sonora Borax, S.A. De C.V. ("MSB") and 60% of shares of Minerales Industriales Tubutama, S.A. de C.V. ("MIT"), both being Mexican corporations holding exploration and development stage borate and other mining claims in northern Sonora State of Mexico. All of the issued and outstanding shares of BVI company are held by the UK company Tubutama Limited, which is, in turn, 100% owned by another UK company, Tubutama Borax.
By terms of the agreement, Bacanora acquires all of the outstanding shares of the BVI company, together with outstanding loans owing by MIT to Tubutama Borax PLC for a total purchase price of Cdn.$5,250,000. Upon closing the transaction, the company will also grant or reserve a 3% royalty to Tubutama in respect of all minerals that are produced from the lands held by MSB and MIT.
Also the agreement provides for the completion of a private placement of a minimum of 6,000,000 shares of capital company at Cdn.$0.25 per share, for minimum proceeds of $1,500,000. The Financing is expected to close concurrently with the closing of the proposed transaction.