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Ferro Iron Ore Corp. Signs Merger and Exchange Agreements with Entities Holding Highly Prospective Mongolian Iron Ore Exploration License, with such Agreements to Result in a Reverse Takeover
By: Marketwired .
Nov. 6, 2012 12:14 PM
TORONTO, ONTARIO -- (Marketwire) -- 11/06/12 -- Ferro Iron Ore Corp. (TSX VENTURE:RRO) (the "Company") is pleased to announce that it has reached a definitive agreement, dated October 18, 2012, with the shareholders of Continent Treasure Limited ("CTL") to effect a business combination between the Company and CTL and to obtain a 77.5% interest in Mongolian exploration license No. 14491X (the "Exploration License"). In conjunction with the business combination with CTL, the Company has also reached a definitive agreement, dated October 27, 2012, to obtain the remaining 22.5% interest in the Exploration License through a business combination with Blue Eagle Trading Limited ("Blue Eagle"), (the business combinations with CTL and Blue Eagle together defined as the "Proposed Business Combinations"). The Exploration License covers 6,092.45 hectares of exploration area located in an iron mineralized corridor in Eruu soum, Selenge Aimag, in North Central Mongolia in the heart of a proven mineralization corridor. The corridor is contiguous to the largest operating iron mine (Bold Tumur Eruu Gol Mine) in the country with access to rail, roads, power and water in very close proximity. The corridor is along strike with other significant exploration projects including the Haranga Bayantsogt, Tumur Tolgoi, Khustai and Tumurtei Deposits. The licensed area is roughly 1,000km from steel mills in Northern China and is accessible by the railway, with surplus capacity, running in front of the property. Although the Company awaits completion of a National Instrument 43-101 technical report (the "Technical Report"), two historical diamond drill holes show significant iron intercepts including over 50% Fe over 55.2 metres from 10.8 metres below surface. There is also surface exposure of branded iron skarn in trenching. Given the significant grade and logistics cost advantages, the Company looks to supply inland steel mills in northern China currently utilizing either very high cost domestic ores or expensive imported ores railed hundreds of kilometers from port.
CTL is a British Virgin Islands company that holds a 77.5% shareholding interest in Accuracy Trade Limited ("ATL"), a British Virgin Islands company that owns 100% of Khandgait Mining LLC, a Mongolian legal entity, which, in turn, owns 100% of Khandgait Gol LLC, a Mongolian legal entity that holds the Exploration License. The remaining 22.5% shareholding interest in ATL is owned by Blue Eagle, also a British Virgin Islands company. Under the Policies of the TSX Venture Exchange, the Proposed Business Combinations will represent a Reverse Takeover for the Company and are considered Arm's Length Transactions.
Terms of the Proposed Business Combinations:
Pursuant to the terms of the Proposed Business Combinations and in exchange for all of the issued and outstanding shares of CTL and the 22.5% shareholder interest of ATL currently held by Blue Eagle, the Company will pay $250,000 cash and issue a number of common shares, which, post Financing (as described below), will result in a change of control of the Company. The principal shareholders of CTL are Infinity Eagle Limited, Treasure Carriage Limited, Barlow Lake Limited, and Oceanward Limited, all of which are British Virgin Islands companies.
In connection with the Proposed Business Combinations, the Company intends to complete an equity financing to raise approximately $2.85 million, which will include $1,000,000 from parties related to the shareholders of CTL (the "Financing"). The Financing, subject to regulatory approval, is expected to be completed by issuing approximately 11,400,000 common shares at an intended price of $0.25 per share. Standard fees and commissions are anticipated to be paid in connection with the Financing, and the net proceeds will be used for completion of the Technical Report, a detailed geophysical program, trenching, legal and accounting, plus general and administrative fees to complete this work.
The Company will also issue 2,100,000 common shares as a finder's fee in connection with the Proposed Business Combinations.
Following the Proposed Business Transactions and the Financing, the shareholders of CTL, Blue Eagle, and parties related to the shareholders of CTL who participate in the Financing will own approximately 68.3% of the Company's issued and outstanding common shares.
The Proposed Business Combinations are being supported by Forbes & Manhattan ("F&M"), which is a leading private merchant bank with a global focus on the resource-based sectors and most notably known for its development, operation and subsequent sale of Consolidated Thompson Iron Ore mines. F&M is headquartered in Toronto, Ontario, Canada with offices, operations and assets across the globe including Ulaanbaatar, Mongolia. Neither the Company nor F&M is state owned.
The Proposed Business Combinations are conditional upon, among other things: (i) receiving all necessary regulatory and third party approvals and authorizations; (ii) completion of the Financing; and (iii) delivery by CTL to Ferro of the Technical Report prepared in compliance with National Instrument 43-101 of the Canadian Securities Administrators.
About Ferro Iron Ore Corp.:
Ferro Iron Ore Corp. (formally, Galena Capital Corp.) has been reviewing numerous opportunities in the Iron Ore exploration and mining sector in order to revitalize and add shareholder value and recently acquired a 51% interest in the Iron Horse Property. The property consists of 19 tenures, comprising an aggregate of 7,787.3 hectares located in the Skeena and Liard Mining Divisions of British Columbia.
ON BEHALF OF FERRO IRON ORE CORP.
Mark Lotz, Director and CFO
Completion of the transaction is subject to a number of conditions, including Exchange acceptance and disinterested Shareholder approval. The transaction cannot close until the required Shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in connection with the transaction, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
Certain of the statements made in this news release may contain forward-looking statements within the meaning of applicable Securities law. We have made numerous assumptions about the material forward-looking statements and information contained herein, including among other things, the assumptions about the price of oil and gas, anticipated costs and expenditures and our ability to achieve our goals. Even though our management believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that the forward-looking statements or information will prove to be accurate. Forward-looking statements and information include, but are not limited to statements or information with respect to known and unknown risks, uncertainties and other factors which may cause the Company's actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements and information. Such risks, uncertainties and other factors include, among others, the failure to obtain necessary regulatory approvals, risks associated with the oil and gas industry in general (e.g., operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to production, costs and expenses, and health, safety and environmental risks), and commodity price, interest rate and exchange rate fluctuations. Should one or more of these risks, uncertainties or other factors materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements and information. Although we have attempted to identify factors that would cause actual results to differ materially from those described in forward-looking statements and information, there may be other factors that cause actual results, performances, achievements or events to not be as anticipated, estimated or intended. Also, many of the factors are beyond our control. There can be no assurance that forward-looking statements or information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly you should not place undue reliance on forward-looking statements or information. Except as required by law, we do not expect to update forward-looking statements and information as conditions change and you are referred to the full discussion of the Company's business contained in the Company's reports filed with the securities regulatory authorities in Canada.
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
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