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Black Sea Metals, Inc. (fka BLAK) RSS Feed

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Change of Name:

To all Stockholders of Texada Ventures Inc.:

I am writing to inform you that the Board of Directors of Texada Ventures Inc. (the  "Company")  and holders of a majority of the issued and 
outstanding shares of capital stock of the Company entitled to vote on the matter set forth herein, have approved the following corporate action 
by written consent in lieu of a meeting pursuant to Section 78.320 of the Nevada Revised Statutes:

THEREFORE NOW BE IT RESOLVED, that the undersigned do hereby approve and authorize the changing of the 
Company's name from  "Texada Ventures Inc."  to  "Black Sea Metals, Inc."  and do hereby authorize any officer of the 
Company to prepare and file such documents and forms and provide such notices as required to effect the Name Change, 
including filing a Certificate of Amendment pursuant to NRS 78.385 and 78.390, and to undertake such other actions as the 
officer, in his or her sole discretion, determines necessary to effect the Name Change.

This Information Statement, which describes the above corporate action in more detail, is being furnished to stockholders of the Company for 
informational purposes only pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules 
and regulations prescribed thereunder. Pursuant to Rule 14c-2 under the Exchange Act, this corporate action will not be effective until at least 
twenty (20) calendar days after the mailing of this Information Statement to the stockholders of the Company.  We anticipate that the name change 
will be effective on November 2, 2011, which is the next business day following the expiration of the aforementioned twenty (20) day period.

By Order of the Board of Directors,
      
David Brow
Chief Executive Officer
Manhattan Beach, California
October 11, 2011

---------------
 
On May 20, 2011, Texada Ventures Inc. (the "Registrant") entered into a term sheet (the "Term Sheet"), with Anadolun Madencilik Ltd. Sti., a limited company under the provisions of the Turkish Commercial Code ("Anadolun"), which outlines the general terms and conditions pursuant to which the Registrant and Anadolun have agreed to enter into a definitive option under which the Registrant may acquire or earn 95% of Anadolun's interest in Anadolun's Karasu Rare Earth Metals Project located in Sakarya Province, Turkey (the "Property"). Under the Term Sheet, the definitive agreement will provide the Registrant with the option to acquire the Property interest, by incurring $1,000,000 in exploration expenditures (in aggregate) on the Property, issuing 6,000,000 shares of common stock of the Registrant (in aggregate) to Anadolun, and paying Anadolun $1,000,000 (in aggregate). The definitive agreement will contain customary terms and conditions, including covenants requiring each party not to sell their respective entities or assets to another party.

Under the Term Sheet, the Registrant agreed to advance Anadolun $200,000 (as part of a bridge loan), to fund certain expenditures related to the Property, in consideration for the issuance of a promissory note (a form of the promissory note is attached as an exhibit). The Registrant plans to complete a financing to fund this obligation.

The Registrant and Anadolun will work together in good faith to negotiate and finalize a definitive agreement on or before July 1, 2011, and to close the Transaction (as defined in the Term Sheet) on or before July 15, 2011, or such other later date as may be mutually agreed.

The Term Sheet may be terminated by either party if the closing conditions set forth therein are not satisfied on or before July 15, 2011, provided that the terminating party acted in good faith and has not breached the terms of the Term Sheet.

Each party will pay its own expenses in connection with the negotiation of the definitive agreement.

Except for provisions related to the bridge loan, representations and warranties of Anadolun regarding the Property, termination, exclusivity, and public announcements, the Term Sheet is non-binding on the parties.

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7959410


Option agreement delayed

The Term sheet is agreed upon to be delayed until September 30, 2011. 

The Company (TXVN) has entered an agreement for up to 90% earnings or acquirement on September 30, 2011.


Number of shares of issuer's common stock outstanding as of October 4, 2011: 31,516,763

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7861838

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