OPX, Halston and Bay Minerals are each governed by the Business Corporations Act (Ontario). The Transaction is an arm's length transaction and will constitute a reverse take-over under the policies of the TSX Venture Exchange (the "TSX-V"). It is anticipated that the Resulting Issuer will be named "Bay Minerals Ltd." or such other name as may be determined by Bay Minerals.
OPX currently has 47,963,671 common shares issued and outstanding, as well as 572,000 stock options, such options to be cancelled in connection with the Transaction. Prior to the completion of the Transaction and subject to applicable regulatory and shareholder approvals, among other things, OPX has agreed to consolidate its outstanding common shares on a 1 (new) for 11 (old) basis (the "Consolidation").
Following completion of the Transaction, and assuming the Private Placement is for gross proceeds of $1,500,000, the Resulting Issuer will have approximately 38.4 million Resulting Issuer Shares issued and outstanding, of which approximately 11.4% will be held by current OPX shareholders, 49.5% will be held by Bay Minerals shareholders (including investors under the Private Placement) and 39.1% will be held by AXG, on a non-diluted basis.
The letter of intent is non-binding with respect to commercial terms, but includes binding obligations typical in the circumstances, including those relating to a period of exclusive dealing and confidentiality. The proposed Transaction is subject to a number of terms and conditions, including the entering into by the parties of a definitive agreement with respect to the Transaction (such agreement to include representations, warranties, conditions and covenants typical for a transaction of this nature), obtaining a receipt from the Ontario Securities Commission for the Prospectus, the completion of satisfactory due diligence investigations, the approval of the directors of each of OPX, Halston and Bay Minerals, the approval of the shareholders of OPX, and the approval of the TSX-V and other applicable regulatory authorities.
The parties intend that the Resulting Issuer will be listed on the TSX-V as a mining issuer following completion of the Transaction. Trading in the common shares of OPX will remain halted pending the satisfaction of all applicable requirements of the TSX-V. There can be no assurance that trading in the common shares of OPX will resume prior to the completion of the Transaction. Further details concerning the Transaction, Bay Minerals and Halston (including additional financial information and technical information in respect of the Condoroma Property) and other matters will be announced if and when a definitive agreement is reached.
Information Concerning the Condoroma Property
The Condoroma Property is approximately 740 km southeast of the capital city of Lima and to the SE end of Cusco department. The Condoroma Property consists of one contiguous concession block of 12 mineral concessions covering a total of 9,817 ha. The concessions are numbered Condoroma 1 to Condoroma 11 and Leon Primero. The concessions are located in the Provinces of Espinar and Lampa, Departments (region) of Cusco and Puno. They are registered under the name of a 100% owned subsidiary of Lara Exploration called Maxy Gold Peru S.A.C.
Management and Board of Directors of Resulting Issuer
The board of directors and management of the Resulting Issuer will be nominated by Bay Minerals and subject to approval by the TSX-V. Upon completion of the Transaction, it is anticipated that the board of directors and management of the Resulting Issuer will include the persons identified below.
-- Gordon Sklenka - Chief Executive Officer and Director-- Daniel Crandall - Chief Financial Officer-- Guy Le Page - Director-- Jeremy Niemi - Director