MONTREAL, QUEBEC -- (Marketwired) -- 04/23/13 -- 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.
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