- 1 - ITEM 1. REPORTING ISSUER SONA Resources Corp. (formerly ...
- 1 - ITEM 1. REPORTING ISSUER SONA Resources Corp. (formerly ...
- 1 - ITEM 1. REPORTING ISSUER SONA Resources Corp. (formerly ...
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BC FORM 53‐901F<br />
Security Act<br />
MATERIAL CHANGE REPORT UNDER SECTION 85(1) OF THE SECURITIES ACT<br />
<strong>ITEM</strong> <strong>1.</strong> <strong>REPORTING</strong> <strong>ISSUER</strong><br />
<strong>SONA</strong> <strong>Resources</strong> <strong>Corp</strong>. (<strong>formerly</strong> J‐PACIFIC GOLD INC.)<br />
802 ‐ 1166 Alberni Street<br />
Vancouver, BC, Canada V6E 3Z3<br />
<strong>ITEM</strong> 2. DATE OF MATERIAL CHANGE<br />
February 17, 2011<br />
<strong>ITEM</strong> 3. PRESS RELEASE<br />
Issued February 17 th as News Release No. 04, 2011 and distributed through the facilities of<br />
Marketwire.<br />
<strong>ITEM</strong> 4. SUMMARY OF MATERIAL CHANGE<br />
VANCOUVER, February 17, 2011 – Sona <strong>Resources</strong> <strong>Corp</strong>. (the “Company” or “Sona”; TSX‐V – SYS,<br />
Frankfurt‐QS7) announces that, further to its news release dated January 20, 2011, the Company<br />
is proceeding with its non‐brokered private placement, pursuant to which the Company will issue<br />
an aggregate of up to 1,363,636 units. The “Units” priced at $<strong>1.</strong>10 per Unit, will raise gross<br />
proceeds of up to $1,499,999.60 (the “Private Placement”).<br />
Every Unit will consist of one common share, and one‐half of one common share purchase<br />
warrant. Each warrant will entitle the holder to acquire an additional common share of the<br />
Company for a period of 24 months, following the date of issuance of the Unit at a price of $<strong>1.</strong>50<br />
per share.<br />
A finder’s fee equal to 8% of the gross proceeds raised may be paid to certain finders for part of<br />
the Private Placement. Additionally, certain finders may receive finder’s warrants equal to 8% of<br />
the number of Units purchased by subscribers introduced to the Company.<br />
The Private Placement is subject to TSX Venture Exchange approval, and the securities issued<br />
pursuant to the Private Placement, will be subject to a four‐month hold period.<br />
The net proceeds from the sale of the Units shall be used for working capital and for general<br />
corporate purposes.<br />
About Sona <strong>Resources</strong> <strong>Corp</strong>.<br />
Since its inception in 1990, Sona has engaged in exploration activities at its mineral properties in<br />
Canada and the United States, as well as small‐scale gold production at its flagship property, the<br />
100 percent owned Blackdome Gold Mine (“Blackdome”), in south‐central British Columbia,<br />
250 kilometres north of Vancouver. At Blackdome, the indicated mineral resources are estimated<br />
to be 144,500 tonnes, grading 1<strong>1.</strong>29g Au/t and containing 52,600 ounces of gold, and the<br />
inferred resource is estimated to be 90,600 tonnes, grading 8.79g Au/t (news release dated May<br />
4, 2010). At its 100 percent owned Elizabeth Gold Property, 30 kilometres south of the<br />
Blackdome Gold Mine, Sona has outlined an inferred gold resource of 522,900 tonnes, grading<br />
12.3g Au/t and containing 206,100 ounces of gold (news release dated June 8, 2009).<br />
Sona aims to bring its fully permitted Blackdome mill back into production over the next three<br />
years at a rate of 200 tonnes per day, with feed from the former‐producing Blackdome Gold<br />
Mine and the Elizabeth Gold Deposit Property. A positive Preliminary Economic Assessment by<br />
Micon International Ltd. (news release dated May 28, 2010), at a gold price of $950 per ounce<br />
- 1 -
BC FORM 53‐901F<br />
Security Act<br />
MATERIAL CHANGE REPORT UNDER SECTION 85(1) OF THE SECURITIES ACT<br />
over an eight‐year period, has estimated pre‐tax cash flow of $27 million and pre‐production<br />
capital costs of $21 million.<br />
Sona also holds a 100 percent interests in the Montgolfier Project located in Quebec,<br />
40 kilometres east of the multimillion‐ounce Casa Berardi Mine gold deposit.<br />
<strong>ITEM</strong> 5. FULL DESCRIPTION OF MATERIAL CHANGE<br />
See attached news release<br />
<strong>ITEM</strong> 6. RELIANCE ON SECTION 85(2) OF THE SECURITIES ACT<br />
This report is not being filed on a confidential basis.<br />
<strong>ITEM</strong> 7. OMITTED INFORMATION<br />
There are no significant facts required to be disclosed herein which have been omitted.<br />
<strong>ITEM</strong> 8. SENIOR OFFICER<br />
Contact: Nicholas T. Ferris ‐ President and CEO<br />
Telephone: (604) 684 ‐ 6677<br />
<strong>ITEM</strong> 9. STATEMENT OF SENIOR OFFICER<br />
The foregoing accurately discloses the material change referred to herein.<br />
DATED this 17 th day of February, 2011<br />
Nicholas T. Ferris, Executive Chairman<br />
- 2 -
NEWS RELEASE No. 04, 2011<br />
PRIVATE PLACEMENT<br />
VANCOUVER, February 17, 2011 – Sona <strong>Resources</strong> <strong>Corp</strong>. (the “Company” or “Sona”;<br />
TSX-V – SYS, Frankfurt-QS7) announces that, further to its news release dated January<br />
20, 2011, the Company is proceeding with its non-brokered private placement, pursuant<br />
to which the Company will issue an aggregate of up to 1,363,636 units. The “Units”<br />
priced at $<strong>1.</strong>10 per Unit, will raise gross proceeds of up to $1,499,999.60 (the “Private<br />
Placement”).<br />
Every Unit will consist of one common share, and one-half of one common share<br />
purchase warrant. Each warrant will entitle the holder to acquire an additional common<br />
share of the Company for a period of 24 months, following the date of issuance of the<br />
Unit at a price of $<strong>1.</strong>50 per share.<br />
A finder’s fee equal to 8% of the gross proceeds raised may be paid to certain finders for<br />
part of the Private Placement. Additionally, certain finders may receive finder’s warrants<br />
equal to 8% of the number of Units purchased by subscribers introduced to the<br />
Company.<br />
The Private Placement is subject to TSX Venture Exchange approval, and the securities<br />
issued pursuant to the Private Placement, will be subject to a four-month hold period.<br />
The net proceeds from the sale of the Units shall be used for working capital and for<br />
general corporate purposes.<br />
About Sona <strong>Resources</strong> <strong>Corp</strong>.<br />
Since its inception in 1990, Sona has engaged in exploration activities at its mineral<br />
properties in Canada and the United States, as well as small-scale gold production at its<br />
flagship property, the 100 percent owned Blackdome Gold Mine (“Blackdome”), in southcentral<br />
British Columbia, 250 kilometres north of Vancouver. At Blackdome, the<br />
indicated mineral resources are estimated to be 144,500 tonnes, grading 1<strong>1.</strong>29g Au/t<br />
and containing 52,600 ounces of gold, and the inferred resource is estimated to be<br />
90,600 tonnes, grading 8.79g Au/t (news release dated May 4, 2010). At its 100 percent<br />
owned Elizabeth Gold Property, 30 kilometres south of the Blackdome Gold Mine, Sona<br />
has outlined an inferred gold resource of 522,900 tonnes, grading 12.3g Au/t and<br />
containing 206,100 ounces of gold (news release dated June 8, 2009).
Sona aims to bring its fully permitted Blackdome mill back into production over the next<br />
three years at a rate of 200 tonnes per day, with feed from the former-producing<br />
Blackdome Gold Mine and the Elizabeth Gold Deposit Property. A positive Preliminary<br />
Economic Assessment by Micon International Ltd. (news release dated May 28, 2010),<br />
at a gold price of $950 per ounce over an eight-year period, has estimated pre-tax cash<br />
flow of $27 million and pre-production capital costs of $21 million.<br />
Sona also holds a 100 percent interest in the Montgolfier Project located in Quebec,<br />
40 kilometres east of the multimillion-ounce Casa Berardi Mine gold deposit.<br />
On behalf of the Board,<br />
Nick Ferris, Executive Chairman<br />
Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies<br />
of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.<br />
For more information, visit www.sonaresources.com, or call or e-mail:<br />
Sona <strong>Resources</strong> <strong>Corp</strong>.<br />
802–1166 Alberni Street<br />
Vancouver, BC, Canada V6E 3Z3<br />
Tel: +1 (888) 236-5200<br />
Fax: +1 (604) 684-6678<br />
E-mail: info@sonaresources.com<br />
Media Inquiries<br />
Victor Webb/Madlene Olson<br />
Marston Webb International<br />
Tel: +1 (212) 684-6601<br />
Fax: +1 (212) 725-4709<br />
E-mail: marwebint@cs.com