Columbia River Resources Inc.: Corporate Update.Business Editors VANCOUVER, British Columbia--(BUSINESS WIRE)--March 30, 2004 Columbia River Columbia River River, southwestern Canada and northwestern U.S. Rising in the Canadian Rockies, it flows through Washington state, entering the Pacific Ocean at Astoria, Ore.; it has a total length of 1,240 mi (2,000 km). Resources Inc. (the "Company") (Pink Sheets:CRVV CRVV Centrum Ronde Van Vlaanderen (Dutch; Belgium) ) is pleased to provide this corporate update to its valued shareholders. Improved Business Climate Companies in the mineral exploration and development industry are now enjoying a much more positive environment, following a severe and protracted pro·tract tr.v. pro·tract·ed, pro·tract·ing, pro·tracts 1. To draw out or lengthen in time; prolong: disputants who needlessly protracted the negotiations. 2. cyclical bottom in the resources sector. The Company, despite its weak financial condition, shall endeavour to participate in the resurgent re·sur·gent adj. 1. Experiencing or tending to bring about renewal or revival. 2. Sweeping or surging back again. Adj. 1. interest in the sector. Debt Settlement Transactions In order to better position the Company to take advantage of the opportunities that management anticipates will arise in mineral exploration and development in the current business climate, the Company restructured its debt last year. Pursuant to a Purchase of Debt, Conversion and Loan Agreement dated as of May 2, 2003 (the "Debt Settlement Agreement"), African Gold Group, Inc., ("AGG AGG Aggregate AGG Allgemeines Gleichbehandlungsgesetz AGG African Gold Group, Inc. AGG Arnall Golden Gregory LLP (Atlanta, GA) AGG Aggravated AGG Asociación de Gerentes de Guatemala ") then a private, Canadian based gold exploration and development company, purchased from CME CME See: Chicago Mercantile Exchange CME See Chicago Mercantile Exchange (CME). and Company ("CME"), the Company's largest creditor, all of the Company's indebtedness to CME in the amount of US$612,000 (the "CME Debt"). Under the Debt Settlement Agreement, AGG immediately converted the outstanding CME Debt, and an additional loan from AGG to the Company in the amount of US$20,000, into a total of 31,600,000 shares of common stock in the capital stock of the Company (representing 68.84% of the outstanding shares of the Company), at US$0.02 per share. The proceeds of the US$20,000 loan from AGG to the Company were applied to retire an outstanding obligation. In connection with the restructuring of the Company's debt, Mr. Robert Weicker and Mr. Karl Glackmeier resigned from the Company's Board of Directors, and were replaced by two nominees of AGG, Mr. Michael Nikiforuk and Mr. Marco Durante. Mr. Nikiforuk, age 49, is Corporate Development Officer and a Director of African Gold Group, Inc. ("AGG"), a publicly-traded company which, as explained below, is the successor of AGG. From 1997 to September, 2002, Mr. Nikiforuk was a Director of Tengtu International Corporation, a leading provider of distance learning and e-education solutions in China. Mr. Durante, age 36, is a Director and the Corporate Secretary of African Gold Group, Inc.. For the past five years Mr. Durante, an independent consultant, has focused on providing early stage growth companies with investor relations Investor relations The process by which the corporation communicates with its investors. strategies and financing initiatives. About African Gold Group, Inc. Pursuant to a Share Exchange Agreement (the "Purchase Agreement") between Koda Resources Ltd. ("Koda"), a public shell company listed on the TSX Venture Exchange TSX Venture Exchange Originally called the Canadian Venture Exchange (CDNX), this was a result of the merger of the Vancouver and Alberta stock exchanges. The goal of TSX Venture Exchange is to provide venture companies with effective access to capital while protecting investors. , and AGG, Koda acquired all of the issued and outstanding securities of AGG effective March 10, 2004. Immediately following the acquisition of AGG by Koda, Koda and AGG were combined by amalgamation to for African Gold Group, Inc. AGG's common shares are listed on the TSX Venture Exchange under the symbol "AGG" and commenced trading on Thursday, March 18, 2004. In addition, to its interest in the Company, African Gold Group, Inc. also holds 100% of Arziki Mining Limited ("Arziki"). Arziki has received a letter of approval from the Minerals Commission of Ghana to acquire the Twedee License which covers the 295 sq. km. Twedee concession located in the Asankrangwa Gold Belt that lies between the Ashanti Gold Belt and the Sefwi Gold Belt. African Gold Group, Inc. has also negotiated a 5 year option agreement with Moseaso Mining Co. Ltd. to acquire the Moseaso License which covers a 9.3 sq km, area located in the Asankrangwa Belt. The option is subject to a 15% net profits interest (N.P.I.) to Moseaso Mining Co. Ltd. in the event of production on the property. The Mankranho License The Company's sole asset is the Mankranho license. The Mankranho license covers a 108 square kilometre Square kilometre (U.S. spelling: square kilometer), symbol km², is a decimal multiple of the SI unit of surface area, the square metre, one of the SI derived units. 1 km² is equal to:
A region of western Africa between the Sahara Desert and the Gulf of Guinea. It was largely controlled by colonial powers until the 20th century. West African adj. & n. . The Mankranho license is contiguous to Newmont Mining Newmont Mining Corporation NYSE: NEM, based in Denver, Colorado, USA, is one of the world's largest producers of gold, with active mines in, Nevada, Indonesia, Australia/New Zealand, Ghana, and Peru. Some smaller operations include Bolivia, Mexico, and Canada. Corporation's multi-million ounce (7.63 million ounce, reserve) Ahafo project, which is slated for production in 2006 at 500,000 ounces per year, at an average total cash cost of approximately US$185.00 per ounce. Working Capital As at February 1, 2004, the Company had no working capital, and presently has no source of revenues. As at February 1, 2004, the Company had an accumulated deficit of approximately US$ 20,000 (unaudited). Annual and Other Corporate Proceedings On March 22, 2004, African Gold Group, Inc., in its capacity as the holder of 68.84% of the issued and outstanding shares of common stock of the Company, adopted consent resolutions of the stockholders in lieu of holding an annual meeting of stockholders, in accordance with section 78.320 of the Nevada Revised Statutes A body of statutes that have been revised, collected, arranged in order, and reenacted as a whole. The legal title of the collection of compiled laws of the United States, as well as some of the individual states. and section 2.11 of the Company's Bylaws The rules and regulations enacted by an association or a corporation to provide a framework for its operation and management. Bylaws may specify the qualifications, rights, and liabilities of membership, and the powers, duties, and grounds for the dissolution of an . As a result, the following persons were elected as directors of the Company for the ensuing year: Robert Ferguson
Robert Ferguson (c. 1637 - 1714), Scottish conspirator and pamphleteer, called "the Plotter" was a religious minister, Scottish conspirator and political writer. He was a son of William Ferguson (d. Michael Nikiforuk Marco Durante By subsequent directors' consent resolutions also dated as of March 22, 2004: 1. The following directors were appointed to the following offices of the Company: Michael Nikiforuk - President and Chief Executive Officer Robert Ferguson - Secretary Marco Durante - Treasurer 2. BDO BDO Big Day Out (Australian music festival) BDO Banco de Oro (Philippines) BDO 1,4-Butanediol BDO British Darts Organisation BDO Block Development Officer BDO Big Dumb Object Dunwoody, Chartered Accountants, of Toronto, Ontario, were appointed as the auditors of the Company, to hold office for the ensuing year; 3. The following directors were appointed as members of the audit committee of the Company: Michael Nikiforuk Robert Ferguson Marco Durante 4. It was resolved to submit to the stockholders for their approval an amendment to the Company's Articles of Incorporation The document that must be filed with an appropriate government agency, commonly the office of the Secretary of State, if the owners of a business want it to be given legal recognition as a corporation. , to increase the authorized capital stock authorized capital stock The number of shares of capital stock that a business may issue. Authorized capital stock is stated in a firm's articles of incorporation; changes in it may occur only if approved by the stockholders. of the Company from (a) 50,000,000 shares of common stock, US$0.001 par value, and 1,000,000 shares of preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. , US$0.01 par value, to (b) 100,000,000 shares of common stock, US$0.001 par value, and 1,000,000 shares of preferred stock,) US $0.01 par value; and 5. It was resolved to adopt a formal stock option plan (the "2004 Stock Option Plan") for the purpose of encouraging eligible directors, officers, employees and consultants of the Company to acquire shares of common stock of the Company, and thereby increasing their proprietary interest in the Company, encouraging them to remain associated with the Company, and furnishing them with additional incentive to advance the interests of the Company in the conduct of their affairs. A total of 5,000,000 shares of common stock have been reserved for issuance pursuant to stock options that may from time to time be awarded under the 2004 Stock Option Plan. The adoption of the 2004 Stock Option Plan by the Company was made subject to the approval of the stockholders and the effectiveness of the proposed amendment to the Company's Articles to increase the authorized capital by 50,000,000 shares of common stock. African Gold Group, Inc., in its capacity as the holder of 68.84% of the issued and outstanding shares of common stock of the Company, subsequently adopted consent resolutions of the stockholders approving the adoption of the 2004 Stock Option Plan and the proposal to amend the Company's Articles of Incorporation to increase the authorized capital by 50,000,000 shares of common stock. It is anticipated that the amendment to the Company's Articles of Incorporation will be filed with the Nevada Secretary of State on or about March 24, 2004. ON BEHALF OF THE BOARD OF DIRECTORS, ROBERT R. FERGUSON, SECRETARY Shares Issued: 45,900,321 |
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