April 09, 2002
RESTRUCTURING OF TRANS HEX INTERNATIONAL LTD.
Trans Hex International Ltd. (CDNX: THI) is pleased to confirm that all resolutions proposed at the Special Meeting of shareholders held today were approved with the required majorities.
The Sale Transaction Resolution, authorized the sale to Trans Hex Group Limited ("THG") of substantially all the Company's assets, except for a 75% interest in Newdico (Proprietary) Limited (holder of the Ngami diamond property in Botswana), in exchange for the settlement of all debt due to THG at the closing (such amount aggregating $952,014 at March 31, 2002, a 1% interest in all future dividends received by Trans Hex (Namibia) (Proprietary) Limited from Northbank Diamonds Limited and Hoanib Diamonds (Proprietary) Limited and a 50% interest in all future dividends received by Trans Hex (Zimbabwe) Limited from the Limpopo (Sengwe) kimberlite project.
The common shares held by THG in the Company will be repurchased for no consideration and cancelled; following which there will be 3,909,519 common shares outstanding. The only shareholder holding at least 10% of the issued and outstanding common shares will be Madaket Resources International Ltd., who will own 844,100 common shares representing 21.6% of the issued and outstanding common shares. Madaket Resources International Ltd. is owned, controlled or directed by Mr. James M. Bruchs. Mr. Bruchs also owns or controls an additional 235,000 common shares for a total of 1,079,100 common shares or 27.6% of the issued and outstanding common shares.
The Continuance and Name Change Resolution, approved the discontinuance of the Company from the Province of Ontario and the continuance of the Company under the Business Corporations Act (Yukon) (the "YBCA") as well as the change of name of the Company to Tsodilo Resources Limited.
The Directors' Election Resolution, (conditional on the Continuance and Name Change) to elect the following new directors:
Mr. James M. Bruchs.
Dr. Christopher M.H. Jennings.
Dr. Andrew E. Moore.
The SOP Resolution, repealed the existing stock option plan and adopted a new stock option plan in compliance with the rules of the CDNX.
The restructuring of the Company is subject to regulatory approvals, including the approval of the Canadian Venture Exchange Inc. and South African Reserve Bank. The transactions contemplated by the letter of intent are expected to close by the second week of April 2002.