Amarillo Gold Corporation (“Amarillo”) is pleased to announce the TSX Venture Exchange (“TSX-V”) has accepted for filing the company’s revers takeover and related transactions, all as principally described in our information circular dated May 25, 2005. Shareholders should note that our symbol has changed from AGC.H to AGC, and that we now trade on the TSX-V and no longer on the NEX.
The RTO includes the following matters, all of which have been accepted by the exchange.
Acquisition of Metallica Brasil Ltda.
Pursuant to a share purchase agreement, dated Oct. 28, 2003, as amended, Amarillo has agreed to acquire all of the issued and outstanding shares of Metallica Brasil (now named Amarillo Mineracao Do Brasil Limitada) from its sole shareholder De Re Holdings Inc. The vendor is a wholly owned subsidiary of Metallica Resources Inc., a TSX-listed company at arm’s length to the company.
The consideration payable by Amarillo for the acquisition of Metallica Brasil consists of cash payments totalling $450,000 (U.S.). Amarillo is not required to issue any securities to the vendor.
Metallica Brasil is a private Brazilian company formed in 1992 whose principal asset is a 100-per-cent interest in the Mara Rosa gold project. Metallica Brasil has minimal assets outside of its interest in the property. The property comprises three mining permits, 20 exploration permits, one exploration claim and two requests for renewal of exploration permits covering a total area of 39,146.37 hectares located in Goias state in central Brazil. The property is an explorationstage mineral resource property with the principally targeted resource being gold.
A finder’s fee of $25,000 and 250,000 common shares is payable to Rick Brown, an arm’s-length individual, in consideration for his services related to the introduction of the property to the company.
Amarillo’s acquisition of Metallica Brasil, received shareholder approval on June 30, 2005, and has been completed. For additional information refer to the information circular.
$2,280,000 Non-Brokered Private Placement
The TSX-V has also granted final approved to Amarillo’s a private placement of 9,120,000 units, each unit consisting of one share and one-half of one share purchase warrant. Each warrant is exercisable for of year at a price of $0.40 per share. Finders’ fees totaling $43,000 cash, 300,000 units and 500,000 finder’s warrants exercisable into units of Amarillo, at a price of $0.25 per unit are payable in connection with the private placement. The finders’ units have the same terms as the private placement units. The share, the warrants and the shares issuable on exercise of the warrants will be subject to a hold period expiring four months and a day from the closing of the private placement. The funds from the private placement will be primarily directed towards the exploration work on the Mara Rosa property.
Amarillo has retained the services of the consulting group, South American Management (“SAMSA”), to review the historic resource on the Mara Rosa property, and has let a minimum 1000m drilling contract to Blackhawk Drilling to drill test the priority targets generated by this work. Drilling is expected start within 10 days.
The Mara Rosa property (area 24,600ha) is located near the village of Mara Rosa, in the Goias state of Brazil, about 3 hrs by vehicle north of Goiania the state capital. Contained within this property is the Posse deposit where previous workers defined a historic gold resource. Exploration potential on the surrounding ground held by Amarillo is also considered good, containing previously uninvestigated artesianal workings and untested geochemical and geophysical anomalies.