Vancouver, BC - Kincora Copper Limited (the "Company", "Kincora") (TSXV:KCC) is pleased to announce it has reached agreement providing for the merger of two Kincora subsidiaries with Ibex Land Mongolia LLC and Ibex Mongolia LLC ("Ibex"), entities indirectly controlled by High Power Exploration Inc ("HPX").
The transaction will result in a consolidated landholding of over 1,500km2, the majority of the prospective exploration licenses which dominate a key geological trend between and along strike from the Oyu Tolgoi and Tsagaan Suvarga copper mines, supporting an industry leading proposition of copper/gold and gold targets. HPX's proprietary Typhoon technology, instrumental in the discovery and delineation of high-grade orebodies at Oyu Tolgoi, will be available to support Kincora with its exploration efforts. Cameron McRae, former President and CEO of Oyu Tolgoi is assisting Kincora in a managerial role to oversee the transition.
Highlights
One of the largest known regional geophysical and surface geochemical datasets globally supporting various style targets: i. "Mega" (Oyu Tolgoi type) porphyry discoveries; ii. "Traditional" gold rich copper porphyries; and, iii. epithermal and Carlin-style gold deposits.Consolidates a regional portfolio in a world-class gold rich copper province analogous to exploring the majority of the Northern Chile copper belt from the 1970s.At least 6 porphyry and one epithermal gold advanced targets, including the most significant untested complex in the belt.HPX will become a shareholder of Kincora and provide support via provision of its Typhoon geophysical technology and other proprietary technical services.Strengthened team with discovery experience and complementary skill sets for exploration through to project development international and in Mongolia.Near term catalysts include: testing advance stage targets; proof of geological interpretation of regional portfolio and similar age/style/mineralized targets as other porphyries in the belt; additional strategic land; and, other potential corporate opportunities."Ibex's portfolio was secured and targets advanced by former key executives of Oyu Tolgoi's exploration team and focused on mega scale' gold rich copper porphyry targets. The consolidated portfolio covers the majority of the Oyu Tolgoi-Tsagaan Suvarga related Devonian copper trend along the island arc trace, often with transverse structures. Such a setting, and results to date, increases our confidence that this land holding can host clusters of orebodies similar to more mature porphyry belts globally," commented Sam Spring, President & CEO.
"The merger is an opportunity that wouldn't be available at other points of the Mongolian and commodity cycles, is at an attractive scrip acquisition price, with involvement of one of the industry's leading groups who will be a new shareholder and provide proprietary technical services.
Kincora has been one of the most active copper exploration groups in the Southern Gobi for 5 years and with this transaction gains a number of advanced stage and large scale exploration targets supported by one of the largest regional geological and geophysical databases globally, which have had little or no drilling. The merger will support considerable synergies, scale and strategic appeal to our existing Bronze Fox and Tourmaline Hill Intrusive Complex targets, the recently secured Ulaan Khudag license and securing additional prospective land.
Recommencement of Oyu Tolgoi Stage 2 is a very positive step forward for this copper belt, Mongolia as an investment destination and supports the merits of this transaction."
Refer to two summary presentations of the consolidated regional portfolio and strengthen team following the merger available at http://kincoracopper.com/investors/corporate-presentation
Transaction Overview
Kincora has entered into a definitive Share Exchange Agreement with High Power Ventures Inc. ("HPV"), a private company controlled by HPX, whereby HPV's wholly owned Mongolian subsidiaries, Ibex Land Mongolia LLC and Ibex Mongolia LLC will merge with Kincora's respective land holding and services subsidiaries (the "Merger"). The Ibex subsidiaries are the remaining assets of Goviex Gold that was incorporated in 2007 to explore in Mongolia, China and Australia, and which has seen over US$25 million of investment.
In connection with the Merger, Kincora will issue to or at the direction of HPV a total of 58,950,000 shares (the "Shares") of Kincora and 29,475,000 share purchase warrants (the "Warrants") each Warrant entitling the holder to acquire a share of Kincora at a price equal to 1.8 times the price per security of the next minimum $500,000 private placement of Kincora. The number of Shares and Warrants are subject to adjustment in certain circumstances.Acquisition of 7 exploration licenses, and 2 new license applications covering over 1,000km2 between and along strike from Oyu Tolgoi and Tsagaan Suvarga copper mines.One of the largest regional geological and geophysical databases globally, with extensive historical Zeus Induced Polarization ("IP") data, magnetics and geochemistry.At least 6 porphyry and one epithermal gold advanced targets, with insufficient target testing, and earlier stage project generation across most licenses.Fully winterized camp, fleet, permitted landing strip, IT and exploration equipment.HPX, Goviex Uranium Inc and HPV minorities will become shareholders of Kincora.HPV will have certain rights to maintain their ownership percentages by participating in further capital raisings and, at a threshold of share ownership, have the right to a board seat.The Merger is subject to a certain Mongolian processes and approvals, and to the acceptance of the TSX Venture Exchange.A Relationship Agreement with HPX has also been executed which provides for Kincora to access HPX's Typhoon IP technology, other proprietary geophysical and industry leading technical services. Typhoon's precursor, Zeus, was developed specifically for the undercover exploration effort at Oyu Tolgoi and in particular supported the discovery and delineation of the Hugo and Heruga orebodies, which make Oyu Tolgoi the largest high-grade group of Paleozoic porphyry deposits known in the world and the expected third largest copper mine globally once the recently approved underground development is complete.
About HPX
HPX is a privately owned metals-focused exploration company deploying proprietary geophysical technologies to rapidly evaluate buried targets. HPX has a highly experienced board and management team and is indirectly controlled by international financier and mining entrepreneur Robert Friedland.
More information about HPX can be found at http://www.hpxploration.com
Technical Information
The scientific and technical information in this news release was prepared in accordance with the standards of the Canadian Institute of Mining, Metallurgy and Petroleum and National Instrument
43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") and was reviewed, verified and
compiled by Kincora's geological staff under the supervision of John Rickus, a Director of Kincora
Copper, who is the Qualified Person for the purpose of NI 43-101.
There has been insufficient exploration to date to define a mineral resource on any of the targets within Kincora or Ibex's portfolio, and it is uncertain if further exploration will result in targets being delineated as a mineral resources or reserves.
About Kincora
Kincora Copper Limited. is a junior resource company engaged in the acquisition, exploration and development of mineral properties, with a focus on copper-gold projects in Mongolia.
For further information on the Company, please visit www.kincoracopper.com.
Forward-Looking Statements
Certain information regarding Kincora contained herein may constitute forward-looking statements within the meaning of applicable securities laws respecting the closing of the Merger and the expectations from the completion of the Merger. Forward-looking statements may include estimates, plans, expectations, opinions, forecasts, projections, guidance or other statements that are not statements of fact. Although Kincora believes that the expectations and assumptions reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Kincora cautions that actual performance will be affected by a number of factors, most of which are beyond its control, and that future events and results may vary substantially from what Kincora currently foresees. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration results, continued availability of capital and financing and general economic, market or business conditions as well as changes in the regulation of the mining industry in Mongolia. The forward-looking statements are expressly qualified in their entirety by this cautionary statement. The information contained herein is stated as of the current date and is subject to change after that date. The Company does not assume the obligation to revise or update these forward-looking statements, except as may be required under applicable securities laws.
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 release.