VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 15, 2012) - Kincora Copper Limited (TSX VENTURE:KCC) ("Kincora") announces that, further to the letter of intent ("LOI") announced on 16 January 2012, it has reached an agreement with Forbes & Manhattan Inc. ("F&M"), a Canadian merchant bank and Temujin Mining Corp. ("Temujin"), a closely held private company, to acquire 100% of the shares of Golden Grouse LLC ("Golden Grouse"), an indirect wholly-owned subsidiary of Temujin. Golden Grouse is a Mongolian company that holds mineral exploration licenses 15075X and 15076X (the "Properties") adjoining Kincora's Bronze Fox project in Mongolia.
This agreement is a finalization of the deal announced in the LOI dated 16 January 2012 with amended terms. In addition to the amended terms detailed below, F&M will not appoint a nominee to the board of Kincora and there will be no service agreement going forward. The private placement as disclosed in the January 16, 2012 news release will also not be proceeding, however Kincora does intend to pursue an equity financing in the near future.
Temujin, a portfolio company of Aberdeen International Inc., an investment corporation and a member of the Forbes & Manhattan Group of Companies will be issued 20 million shares in Kincora, which represents a 12.6% equity stake in the combined entity on completion of the transaction. Upon the discovery within 4 years of closing of the transaction of a minimum of 1 million ounces of inferred gold resources (or gold equivalent, being the value of other metals expressed as gold ounces based on the 3 year trailing average prices of gold and such other metals) within the Properties acquired, Kincora shall issue a further 15 million shares to Temujin. Kincora plans to spend $2 million on the exploration of the Properties over the next 2 years. It is contemplated that the Kincora shares issued to Temujin on closing of the transaction will be dividended out by Temujin to its shareholders concurrent with such closing.
Commenting on today's announcement, Igor Kovarsky, President and CEO of Kincora, said, "The acquisition of the Properties is a great addition to the Bronze Fox project. We now hold two of Ivanhoe's former high priority target properties in Mongolia, the Bronze Fox and Tourmaline Hills. Kincora now holds one of the largest land holdings along the highly prospective copper belt hosting Oyu Tolgoi. Tourmaline Hills is a mid-stage exploration license with a number of significant gold targets. This places Kincora in a strong position to identify a significant copper-gold and gold deposit this year."
Closing of the transaction remains subject to execution of a definitive agreement and receipt of all necessary regulatory approvals including the acceptance of the TSX Venture Exchange.
Kincora also announces that Mr. Altai Khangai has tendered his resignation from the board of directors of Kincora due to other business demands. Mr. Khangai has kindly agreed to continue to remain involved with Kincora as a special advisor to the board of directors.
Kincora Copper Limited is a mining exploration and development company focused on copper-gold deposits in Mongolia. The company's key assets are targets located in the Bronze Fox and Tourmaline Hills license areas, located in southeast Mongolia located within the Oyu Tolgoi copper belt. Extensive exploration has revealed a significant footprint with extensive copper and gold mineralization. The licenses are located 120km north east of the world class Oyu Tolgoi copper gold project and 250km from the Chinese border.
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About Golden Grouse:
Golden Grouse properties include the Tourmaline Hills and North Fox which were previously owned and subject to preliminary exploration by Ivanhoe Mines. Exploration by Ivanhoe and, since, Golden Grouse has identified a copper zone extending from Kincora's Bronze Fox license with drilling and soil sampling identifying a number of primary gold targets at Tourmaline and Southwest Target.
Bill Nielsen, P.Geo., of Temujin, is the Qualified Person who has reviewed and approved the scientific and technical information in this news release.
Neither the 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 news release.