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AJ PERRON GOLD CORP., PERREX RESOURCES INC., GWEN RESOURCES LTD., THE ALBERTA GOLD EXPLORATION CORPORATION, AND THE PERRON GOLD CORPORATION -- STRATEGIC ALLIANCE.


VIRGINIATOWN, ONTARIO--(BUSINESS WIRE)--JUNE 6, 1995--AJ PERRON Per´ron

n. 1. (Arch.) An out-of-door flight of steps, as in a garden, leading to a terrace or to an upper story; - usually applied to mediævel or later structures of some architectural pretensions.
 GOLD CORP. (Alberta Stock Exchange Alberta Stock Exchange

See Canadian Venture Exchange (CDNX).
: PXO PXO Prospective Executive Officer
PXO Porto Santo, Madeira Islands, Portugal - Porto Santo (Airport Code)
PXO Phoenix Orion (performer)
PXO Predictive Execution Optimizer
PXO Psi Chi Omega
PXO Pool Executable Object
 Alberta Stock Exchange: GWC GWC George Wythe College (Cedar City, Utah)
GWC Great Wall of China
GWC George Watson's College (Edinburgh, Scotland)
GWC George Washington Carver
 Alberta Stock Exchange: AGJ AGJ Arbeitsgemeinschaft für Jugendhilfe
AGJ Asociación Guatemalteca de Juristas (Guatemalan Association of Jurists) 
 TSE See Tokyo Stock Exchange.

TSE

1. See Tokyo Stock Exchange (TSE).

2. See Toronto Stock Exchange (TSE).
: AJP AJP American Journal of Psychiatry
AJP Apache JServ Protocol
AJP American Journal of Physiology
AJP American Journal of Pathology
AJP Australian Journal of Pharmacy
AJP Accredited Jewelry Professional
AJP American Journal of Philology
) AJ Perron Gold Corp., Perrex Resources Inc., Gwen Resources Ltd., The Alberta Gold Exploration Corporation and The Perron Gold Corporation announced today that they have entered into a strategic alliance agreement (the "Agreement"). Under the Agreement, each of Gwen Resources Ltd. ("Gwen"), Perrex Resources Inc. ("Perrex"), The Alberta Gold Exploration Corporation ("Alberta Gold") and The Perron Gold Corporation ("Perron") agreed to sell AJ Perron Gold Corp ("AJP") a 50 percent interest in certain mineral assets (the "Mineral Assets") held by them and located within a 100 mile radius of AJP's Kerr Mill/Mine site, Virginiatown, Ontario Virginiatown is a community in the Canadian province of Ontario, located in the Township of McGarry. See also
  • List of communities in Ontario
External links
  • Statistics Canada 2001 Community Profile - Virginiatown, Ontario, Canada
, in exchange for an aggregate of 72,541,176, common shares of AJP. The value of the Mineral Assets to be transferred to AJP was determined by a qualified independent appraiser A person selected or appointed by a competent authority or an interested party to evaluate the financial worth of property.

Appraisers are frequently appointed in probate and condemnation proceedings and are also used by banks and real estate concerns to determine the market
 at an aggregate of $6,166,000 and the common shares to be issued in payment of the 50 percent interest in the Mineral Assets was established at $0.085 per share, being within the $0.06 to $0.10 fair market value range established by the qualified independent appraiser.

The Agreement provides that upon AJP acquiring the 50 percent interest in the Mineral Assets, a joint venture will be formed with respect to each mineral property so acquired. The terms of each such joint venture will provide that the affairs of the joint venture will be governed by a management committee, with each party holding an interest in the relevant mineral property being entitled en·ti·tle  
tr.v. en·ti·tled, en·ti·tling, en·ti·tles
1. To give a name or title to.

2. To furnish with a right or claim to something:
 to nominate one member to the management committee and each member of the management committee being entitled to one vote for each 1 percent interest in the mineral property held by the party who has nominated such member. All decisions of the management committee will be made by majority vote. The Agreement also provides that the management committee shall select the operator of the joint venture who will generally be entitled to receive a 10 percent management fee for its services. Under the terms of the Agreement, each party will be required to contribute its proportionate share of ongoing exploration and development expenditures incurred by the relevant joint venture. In the event a party fails to so contribute its proportionate share, its interest will be diluted di·lute  
tr.v. di·lut·ed, di·lut·ing, di·lutes
1. To make thinner or less concentrated by adding a liquid such as water.

2. To lessen the force, strength, purity, or brilliance of, especially by admixture.
 based on actual and deemed expenditures made by all parties. In the event the interest of any party in any mineral property is reduced to 10 percent (or less) of the original participating interest of such party immediately following the acquisition of the 50 percent in the Mineral Assets by AJP, such party's interest in the relevant mineral property will be converted into a maximum 0.5 percent net smelter royalty. The Agreement also provides that AJP will be given the right of first refusal Right of First Refusal

In general, the right of a person or company to purchase something before the offering is made available to others.

Notes:
For example, a football team may have the right of first refusal on a player's contract.
 with respect to the processing of any ore mined from the Mineral Assets provided that all such ore processed by AJP will be processed on terms and conditions no less favourable than those obtainable in arm's-length transactions.

The Agreement provides the completion of the proposed strategic alliance transaction is conditional upon, among other things, the parties obtaining all necessary shareholder and regulatory approvals, there being no material adverse change in the Mineral Assets or the financial position, condition or affairs of any of the parties and each party being satisfied as to the tax consequences of the transaction to it. In the event that any of the various conditions to the Agreement are not satisfied or waived on or before August 31, 1995, the Agreement will terminate and the parties will be released from liability thereunder. Shareholders' meeting shareholders' meeting n. a meeting, usually annual, of all shareholders of a corporation (although in large corporations only a small percentage attend) to elect the Board of Directors and hear reports on the company's business situation.  for each of the relevant companies have been scheduled for July 4, 1995. The Agreement also contains under usual conditions, terms and covenants typical in similar transactions.

Due to various cross-directorships and cross-shareholdings between the various companies, the transaction must be approved by a majority of the disinterested Free from bias, prejudice, or partiality.

A disinterested witness is one who has no interest in the case at bar, or matter in issue, and is legally competent to give testimony.
 shareholders in accordance with applicable regulatory policies. The transactions contemplated by the Agreement have been approved by the independent committees and board of directors of AJP, Gwen, Perrex and Alberta Gold.

The following common shares of AJP will be issued by AJP at the time of its acquisition of a 50 percent interest in the Mineral Assets: -0-

                           FAIR MARKET            COMMON
                           VALUE OF               SHARES TO BE
                           ASSETS                 RECEIVED


Perrex                     $2,736,000             $32,188,235
Gwen                        2,014,000              23,694,118
Alberta Gold                1,041,000              12,247,058
Perron                        375,000               4,411,765
                    Total  $6,166,000             $72,541,176-0-


AJP presently has 81,835,570 common shares issued and outstanding of which Gwen holds 12,497,998 shares. If the acquisition is completed John and Alexander Perron, directly or indirectly, through their ownership and/or control of Gwen, Alberta Gold and Perron and otherwise will beneficially own or exercise control or direction over 56,668,161 common shares of AJP, representing approximately 37 percent of the issued and outstanding shares of AJP after giving effect to the acquisition. As well, Perrex, a company in which Alexander and John Perron jointly hold a 19 percent interest, will hold 32,188,235 common shares of AJP, representing approximately 21 percent of the common shares of the Company after giving effect to the acquisition of the Mineral Assets.

CONTACT: Alexander Perron

President

or

John Perron

Secretary-Treasurer

Tel: 705/634-2121

Fax: 705/634-2396 REPEATS: New York New York, state, United States
New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of
 212-575-8822 or 800-221-2462; Boston 617-330-5311 or
COPYRIGHT 1995 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 1995, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Jun 6, 1995
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