· Completion by each party of their respective due diligence.
· Delivery of audited financial statements by SJE Mining.
· Goldspan completing a reverse split of its common stock on 25:1 basis.
Upon satisfaction of all conditions precedent, the following actions will be taken at Closing:
· SJE will transfer the mining claims and leases to Goldspan.
· Goldspan shareholders will convert a total of
· Goldspan will issue to SJE such number of shares such that following the issuance, SJE will own approximately 70.6% of Goldspan's issued and outstanding shares of common stock.
· Goldspan will assume
· SJE will transfer to Goldspan all cash held by SJE at the date of Closing net of any payables other than the
· Immediately following Closing, Goldspan will nominate two Board members, SJE will nominate two board members and two board members will be approved on the mutual consent of SJE and Goldspan.
Any questions by shareholders or interested parties should be directed to
"Safe-Harbor" Statement: Under the Private
Securities Litigation Reform Act of 1995. This press
release contains forward-looking information within the
meaning of Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), including all statements that are not
statements of historical fact regarding the intent, belief or
current expectations of the Company, its directors or its
officers. The words "may," "would," "will," "expect,"
"estimate," "anticipate," "believe," "intend," and similar
expressions and variations thereof are intended to identify
forward-looking statements. Investors are cautioned that any such
forward-looking statements are not guarantees of future performance
and involve risks and uncertainties, many of which are beyond the
Company's ability to control, and that actual results may differ
materially from those projected in the forward-looking statements
as a result of various factors.