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MAJESCOR ANNOUNCES THE CLOSING OF THE ACQUISITION OF ALL OF THE ISSUED AND OUTSTANDING SHARES OF SIMACT ALLIANCE COPPER GOLD AND THE CLOSING OF A NON-BROKERED PRIVATE PLACEMENT (en anglais)

Jeudi, le 29 juillet, 2010

MONTREAL, QUEBEC, July 29, 2010 -- Majescor Resources Inc. (“ Majescor” or the“ Company”) (TSX-V: MJX) is pleased to announce the closing of the acquisition of all of the remaining issued and outstanding common shares of SIMACT Alliance Copper Gold Inc. (“ SACG”), further to the exercise in January 2010 of the option granted to Majescor pursuant to the letter agreement of April 2009 (the “ Transaction”). Pursuant to a share purchase agreement dated July 21, 2010 (the “ Share Purchase Agreement”) and executed by Majescor, SACG and SACG shareholders (the “ Vendors”), the Company has acquired the remaining 16,993,800 common shares of SACG for a consideration of 10,000,000 common shares of Majescor’s share capital.

Subject to certain conditions including the preparation by SIMACT’s affiliate, SOMINE S.A., of a technical report compliant with NI 43-101 demonstrating indicated mineral resources on the Somine’s properties located in Haiti of at least 1,000,000 ounces of gold or its equivalent in copper and silver, SACG’s shareholders will be entitled to a minimum of 3,000,000 and a maximum of 6,000,000 additional common shares in the share capital of Majescor.

Concurrently with the closing of the Transaction, the Company has completed a non-brokered private offering of 10,000,000 units (the “ Units”) at a price of $0.25 for gross proceeds of $2,500,000 (the “ Offering”). Each Unit consists of one common share of the Company (a“ Common Share”) and one-half common share purchase warrant (each, a “ Warrant”). Each Warrant entitles its holder to acquire one additional Common Share of the Company at a price of $0.40 per share until July 27, 2012. Two insiders of the Company have participated in the Offering for gross proceeds of $100,000. The proceeds of the Offering will be used to fund the Company’s general working capital and exploration program on the SOMINE Copper-Gold property in Haiti.

In connection with the Offering, the Company paid finder’s fees totalling $150,600 and issued 602,400 non-transferable finder’s fee warrants, each warrant entitling the holder to acquire one Common Share of the Company at a price of $0.25 per share until July 27, 2012. All securities issued in the Offering are subject to a four month hold period expiring on November 28, 2010.

As required pursuant to the Share Purchase Agreement, Mr. André Audet, Chairman of the Board, has agreed to resign from the Board of directors until the next annual shareholders’ meeting to be held on September 9, 2010 to allow Mr. Jean-Marie Wolff, as representative of the Vendors, to be appointed as director until then.

About Majescor Resources Inc.

Majescor is a junior explorer focusing on emerging mineral districts. Majescor’s project portfolio also includes Mistassini, a uranium exploration project in Quebec, (100%-owned; under option to Strateco Resources Inc.) and Besakoa, a gold and base metal property in Madagascar (100%-owned; under option to Sunridge Gold Corp.).

About SIMACT Alliance Copper Gold Inc.


SIMACT Alliance Copper Gold Inc. (“ SACG”) is a Montreal-based private company headed by a group of Canadian financiers and Haitian-American developers. The alliance aims to promote sustainable mineral development initiatives in Haiti by creating synergies between the Canadian financial and mining communities and the North American Haitian Diaspora. SACG holds title to approximately 59.3% of the issued and outstanding common shares of SOMINE SA, a company incorporated under the laws of the Republic of Haiti. SOMINE SA's principal asset is its research permit on a copper-gold property, located in the North-East mineral district of Haiti.

 

On behalf of the Board of Directors of Majescor Resources Inc.:

Daniel F. Hachey
President, CEO and Director

dan@majescor.com
Tel: 905.206.1604
Fax: 613.241.8632

www.majescor.com

Forward-Looking Statements

This News Release includes certain "forward-looking statements" which reflect management's expectations regarding the Company's future growth, results of operations, performance and business prospects and opportunities. This news release also contains forward-looking statements regarding the Company's use of proceeds from the Offering. These statements reflect Management's current beliefs at the time of this news release and are based on information currently available to Management. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding potential mineralization and reserves, exploration results, and future plans and objectives of Majescor Resources inc., are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from Management's expectations are exploration risks detailed herein and from time to time in the filings made by the Company with securities regulators.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange accepts responsibility for the adequacy or accuracy of this release.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. The Units and underlying securities of Majescor have not and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and many not be offered or sold in the United States except in certain transactions exempt from the registration requirements of the U.S. Securities Act and applicable states securities laws.

Not for distribution to U.S. newswire services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.

Nouvelles récentes

  • Le 23 août, 2010

    MAJESCOR - Allyson Taylor Partners Inc. Retained as Investor Relations Consultant and Stock Options Granted (en anglais)
  • Le 09 août, 2010

    MAJESCOR ANNOUNCES THE CLOSING OF A NON-BROKERED PRIVATE PLACEMENT (en anglais)

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