Golden Alliance Resources Corp. (TSX-V: GLL, Frankfurt: GA0, "Golden Alliance" or the "Company") is pleased to announce that it has received approval by the Company's shareholders at a Special Meeting held on February 6, 2013, for the following corporate transactions previously announced on December 10, 2012.
Name Change and Share Consolidation
The Company's shareholders approved the change of the Company's name from Golden Alliance Resources Corp. to Orovero Resources Corp. and the consolidation of its issued and outstanding common shares on the basis of three (3) pre-consolidation shares for one (1) post-consolidation share (the "Consolidation"). The number of post-Consolidation shares issued and outstanding will be approximately 8,163,453 common shares. No fractional post-Consolidation common shares will be issued pursuant to the Consolidation. All fractional shares resulting from the consolidation will be rounded down to the nearest whole number and no cash consideration will be paid in respect of fractional shares. The exercise price and the number of common shares issuable under any of the Company's outstanding warrants or stock options will be proportionately adjusted upon the consolidation. Completion of the Name Change and Consolidation transactions are subject to receipt of final approval of the TSX Venture Exchange.
Control Person - Dicon Gold Inc.
At the Special Meeting, disinterested shareholders approved, by a majority vote of 99.94%, the private placement of units by the Company to Dicon Gold Inc. ("Dicon") pursuant to an aggregate principal investment of $900,000 representing 12,000,000 post-consolidated shares and 6,000,000 warrants, and, as a result, the creation of Dicon as a new Control Person.
The Dicon subscription represents approximately 44.9% of the total issued and outstanding shares of the Company, assuming completion of the entire private placement and the Consolidation. Further details of the transactions are contained in the Information Circular available on www.sedar.com.
Completion of the private placement and Control Person transactions are subject to receipt of final approval of the TSX Venture Exchange.
Amendment to Articles
The shareholders approved the special resolution to amend the Company's Articles. The amendment of the Company's Articles is subject to receipt of final approval of the TSX Venture Exchange.
Chief Financial Officer and Corporate Secretary
The Company has appointed Mr. Michael Iannacone as Chief Financial Officer and Corporate Secretary effective February 6, 2013.
Mr. Iannacone received his Bachelor of Commerce degree (Accounting Major) from the University of British Columbia. Upon graduation he joined Coopers and Lybrand, Chartered Accountants (since merged into PricewaterhouseCoopers) where he completed his articles and obtained his Chartered Accountant designation. Mr. Iannacone completed five years with Coopers and Lybrand, working in audit related functions, with primary focus on natural resources and precious metals sector. Since leaving public practice Mr. Iannacone has worked in various operational and finance related positions for companies (both public and private) in such industries as software development, mineral resource development, mineral resource/precious metals production, industrial valve application and marine transportation.
Mr. Iannacone replaces Mr. Bassam Moubarak who will remain with the Company as a consultant to assist with the transition of the Chief Financial Officer and Corporate Secretary roles. The Board of Directors and management would like to thank Mr. Moubarak for his dedicated work and wishes him well in his future endeavors.
About Golden Alliance Resources Corp.
Golden Alliance is a company focused on gold, copper and silver exploration in Peru. The Company has a very strong portfolio of 100%-owned highly prospective projects, totaling 25,000 hectares, and offering multiple opportunities for a significant discovery. Golden Alliance is a member of the Grosso Group, a management company active in the resource exploration industry since 1993, and working in Peru since 1995.
ON BEHALF OF THE BOARD
Mr. Len Clough, Chairman, President, CEO and Director
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Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release may contain forward-looking statements including but not limited to comments regarding the timing and content of upcoming work programs, geological interpretations, receipt of property titles, potential mineral recovery processes, etc. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements. Readers are encouraged to refer to the Company's public disclosure documents for a more detailed discussion of factors that may impact expected future results. The Company undertakes no obligation to publicly update or revise any forward-looking statements. We advise U.S. investors that the SEC's mining guidelines strictly prohibit information of this type in documents filed with the SEC. U.S. investors are cautioned that mineral deposits on adjacent properties are not indicative of mineral deposits on our properties.
The securities being offered have not been, nor will they be registered under the United States Securities Act of 1933, as amended, or state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. federal and state registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.
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