Stronghold Metals, Inc. (SDMTF: OTC Link) | KENSINGTON COURT VENTURES INC.AND STRONGHOLD METALS INC. ENTER INTO DEFINITIVE SHARE PURCHASE AGREEMENT

KENSINGTON COURT VENTURES INC.AND STRONGHOLD METALS INC. ENTER INTO DEFINITIVE SHARE PURCHASE AGREEMENT

Jan 04, 2012

OTC Disclosure News Service

Vancouver, BC, Canada –

KENSINGTON COURT VENTURES INC.AND STRONGHOLD METALS INC. ENTER INTO DEFINITIVE SHARE PURCHASE AGREEMENT

 

Vancouver, BritishColumbia, January 4, 2012.  KensingtonCourt Ventures Inc. (“Kensington”)(TSX:KCT), a capital pool company subject to the rules and policies of the TSXVenture Exchange (the “Exchange”), and StrongholdMetals Inc. (“Stronghold”), (TSX:Z, OTCQX: SDMTF, Frankfurt: E9X),a Tier 2Exchange listed issuer incorporated under the laws of British Columbia, arepleased to announce that further to Press Release made in August 2011, thecompanies  have now entered into aDefinitive Share Purchase Agreement, whereby Kensington will acquire 100% ofthe issued and outstanding quotas (shares) of Stronghold’s wholly-ownedsubsidiary, Stronghold Brasil Mineração Ltda. (“SBM”) (formerly named Mineração Vale DoSonho Ltda) (the “Acquisition”).  SBM, aprivate company incorporated under the laws of Brazil, currently holds a 100%interest in the Tucuma gold project which consists of six mineral concessionscovering a total of 11,456.31 hectares located in the Carajas metallogenicprovince in the State of Para, Brazil.  The Acquisition, ifcompleted, will constitute Kensington’s “qualifying transaction” (the “QT”)under the policies of the Exchange.

 

It is anticipatedthat the closing of the Acquisition will occur on or before February 29, 2012.

 

In accordance with Exchange policy, the shares of Kensington willremain halted from trading on the Exchange until such time as the Exchangereinstates the shares for trading, which, depending on the policies of the Exchange,may not occur until the completion of the QT.

 

“The sale of the Tucuma property to Kensington Court providesshareholders of both Kensington and Stronghold an opportunity to realize thefull potential of a very good property in a prolific region of Brazil”, statesStronghold CEO, Yannis Tsitos. “Kensington will be able to dedicate its focusand resources on developing the Tucuma and other Brazilian gold propertieswhile Stronghold maintains its focus on completing a new resource calculationleading to a Feasibility Study for its advanced project at Eagle Mountain,Guyana”

 

Kensington intends to commence exploration of the Tucuma property assoon as the Acquisition closes and use SBM and its technical and managementteam to build a portfolio of exploration and advanced stage gold properties inBrazil.  Kensington intends to file afiling statement with the Exchange shortly. Further announcements will be forthcoming once the QT has been approvedby the Exchange.

 

Completion of the QT is subject to a number ofconditions, including but not limited to, Exchange acceptance and if applicablepursuant to Exchange Requirements, majority of the minority shareholderapproval. Where applicable, the transaction cannot close until the requiredshareholder approval is obtained. There can be no assurance that thetransaction will be completed as proposed or at all.

 

Investors arecautioned that, except as disclosed in the management information circular orfiling statement or other disclosure documents of Kensington to be prepared inconnection with the transaction, any information released or received withrespect to the transaction may not be accurate or complete and should not berelied upon. Trading in the securities of Kensington should be consideredhighly speculative.

 

The TSX VentureExchange Inc. has in no way passed upon the merits of the proposed transactionand has neither approved nor disapproved the contents of this press release.

 

 

ON BEHALF OF THEBOARD                                 ONBEHALF OF THE BOARD OF

OF KENSINGTON COURTVENTURES INC.            STRONGHOLD METALSINC.

 

“Greg Andrews”                                                      “IoannisTsitos”

 

Greg Andrews, Chief ExecutiveOfficer                      IoannisTsitos, Chief Executive Officer

 

 

For further information, pleasecontact:

 

Greg Andrews, Chief ExecutiveOfficer, Kensington Court Ventures Inc.

Telephone: 604-682-7314, Fax:604-682-7317 or email: gandrews@pathfinderventures.ca

 

OR

 

Ioannis Tsitos, Chief ExecutiveOfficer, Stronghold Metals Inc.

Telephone:  604-806-0916, Fax: 604-806-0956 or email:yannis@strongholdmetals.com

 

Neither the TSX Venture Exchange nor itsRegulation Services Provider (as that term is defined in the policies of theTSX Venture Exchange) accepts responsibility for the adequacy or accuracy ofthis release.

The above news release has been provided by the above company via the OTC Disclosure and News Service. Issuers of news releases and not OTC Markets Group Inc. are solely responsible for the accuracy of such news releases.

Article source: http://www.otcmarkets.com/stock/SDMTF/news?id=40636

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