Gold Bullion declares distributions of Takara units

2016-04-01 19:36 ET – News Release

Mr. Frank Basa reports

GOLD BULLION DECLARES DIVIDEND

Gold Bullion Development Corp.’s board of directors has approved a stock dividend, with the first stock distribution payable on April 26, 2016, to shareholders of record of its common shares on April 12, 2016.

In September, 2015, the company announced the closing of a transaction with Takara Resources Inc., whereby Gold Bullion transferred its then wholly owned subsidiary, Castle Silver Mines Inc., including its 100-per-cent interest in the 3,300-hectare Castle silver mine property in Ontario, to Takara in exchange for 10 million units of Takara. The Takara units are to be issued to the company in equal amounts of 2.5 million units. The first issuance was payable upon the closing of the share purchase agreement, and the remaining issuances are to occur on each anniversary from the closing date for the subsequent three years.

Each unit comprises one common share in the capital of Takara and one common share purchase warrant, with each warrant entitling the holder to acquire one common share of Takara on or before 12 months from the date of issuance of the Takara units at an exercise price of 10 cents per common share.

As mentioned in the company s news release of Sept. 15, 2015, upon the closing of the share purchase agreement, Gold Bullion had agreed, subject to TSX Venture Exchange approval, to distribute, pro rata, the Takara units received and to be received pursuant to the share purchase agreement to Gold Bullion’s shareholders of record, subject to a regulatory four-month hold period commencing from the date of issuance of the Takara units.

In accordance with the terms of the share purchase agreement, Takara will not be obligated to issue any Takara units if such issuance results in Gold Bullion holding more than 20 per cent of the then issued and outstanding common shares in the capital of Takara. Any exception would require Takara to first obtain shareholder approval. For greater certainty, Takara may issue the Takara units in smaller amounts and as such delay the scheduled issuance of the Takara units to avoid the result that issuing such Takara units would create a new control person as per TSX Venture Exchange policies and the definition of the term contained therein.

The company will begin the distribution of the Takara units to its shareholders of record in accordance with the following terms:

2.5 million Takara units to be distributed on each of the following dates (subject to the company being in possession of said Takara units on each date):
April 26, 2016;
April 26, 2017;
April 26, 2018;
April 26, 2019;
With respect to the stock distribution to occur on April 26, 2016, the ex dividend date will be April 10, 2016 — from this date and forward, new shareholders will not receive the dividend;
With respect to the stock distribution to occur on April 26, 2016, the holder-of-record date will be April 12, 2016 — the date on which the shareholders who are to receive the dividend are recognized;
For stock distributions to occur on subsequent distribution dates in 2017, 2018 and 2019, separate ex dividend and holder-of-record dates will be established in each of those years.
We seek Safe Harbor.

© 2016 Canjex Publishing Ltd. All rights reserved.

Comment by Arjan — April 3, 2016 @ 8:31 am

From the GBB forum (Gold Bullion Development Corp) last comments by Frank Basa (CEO) of GBB:

Forum
Administrator
(227 posts)
01 Apr 2016, 17:28

@ rio, board

The meeting was one of the best meetings we have ever had with them. As it stands we have two items to clarify which are relatively minor but they need this info for their files before we can be issued the CA.

per/ F. Basa

Forum
Administrator
(227 posts)
02 Apr 2016, 10:34

@ lindam, board

Yes it can be resolved quickly and they indicated a willingness to act promptly once in a position to do so. Our legal expert will advise next week on what to do with the court date.

per/ F. Basa

Comment by Arjan — April 3, 2016 @ 8:37 am

GBB info on Takara (TKK/ Castle Silver Mine) share distribution:

Forum
Administrator
(227 posts)
02 Apr 2016, 10:29

@ lindam

This is just an approximation, the specifics will be calculated by the transfer agent accordingly. Over the four years we have 10 million units (10 million shares plus warrants).

Dividing by o/s shares of GBB equals ~ 28.6 units of TKK/Castle per 1000 shares of GBB held, over the four year period. First allotment then would be that number divided by 4 equating to ~7 units per 1000.

per/ F. Basa

Comment by Arjan — April 3, 2016 @ 8:39 am

To create an free account with GBB:

http://www.goldbulliondevelopmentcorp.com/en/forum/login.aspx

Comment by Arjan — April 3, 2016 @ 8:40 am