Completion of the Private Placement is a condition precedent to the closing of the Transaction.
The proposed Transaction is subject to the sponsorship requirements of the TSX-V, unless an exemption from those requirements is granted by the TSX-V. OPX intends to apply for an exemption from the sponsorship requirements; however, there can be no assurance an exemption will be obtained. If an exemption from the sponsorship requirements is not obtained, a sponsor will be identified at a later date. An agreement to act as sponsor in respect of the Transaction should not be construed as any assurance with respect to the merits of the Transaction or the likelihood of its completion.
Information Concerning OPX
The sale of substantially all of OPX's operating assets (the "Asset Sale") was completed on February 9, 2010. As a result, OPX is a public company without an operating business or any material liabilities or assets, other than the net cash proceeds from the Asset Sale and accumulated tax losses.
This news release contains certain "forward looking statements" including, for example, statements relating to the completion of the proposed Transaction, completion of the Private Placement, completion of the Halston Acquisition, obtaining a receipt for the Prospectus and the ability of Halston to acquire an interest in and title to the Condoroma Property in accordance with the option agreement governing its option on the property. Such forward-looking statements involve risks and uncertainties, both known and unknown. The results or events depicted in these forward-looking statements may differ materially from actual results or events. In addition to other factors and assumptions which may be identified herein, assumptions have been made regarding and are implicit in, among other things: receipt of government and third party approvals in respect of the Halston Acquisition; the state of the capital markets; the ability of the Resulting Issuer to successfully manage the political and economic risks inherent in pursuing mineral exploration opportunities in Peru; and the ability of the Resulting Issuer to obtain qualified staff, equipment and services in a timely and cost efficient manner to develop its business. Any forward-looking statement speaks only as of the date of this news release and, except as may be required by applicable securities laws, OPX and Bay Minerals disclaim any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise.
All information contained in this press release relating to AXG and Halston was provided by AXG to OPX for inclusion herein. OPX has not independently verified such information and shall bear no liability for any misrepresentation contained therein.
Completion of the Transaction is subject to a number of conditions, including, but not limited to, acceptance by the TSX-V and shareholder approval. The Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement, as applicable, of OPX to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of OPX should be considered to be highly speculative.
The Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
Bay Minerals Ltd.
OutdoorPartner Media Corporation
Richard D. McGraw
Chief Executive Officer
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