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TORONTO, July 23, 2012 /CNW/ - China Goldcorp Ltd. (NEX: CAU.H) ("China Goldcorp") announces that it has signed an amended and restated definitive
agreement (the "Amended Agreement") with First Iron Group plc ("First Iron") in respect of the previously announced transaction that will result
in a reverse take-over of China Goldcorp by the shareholders of First
Iron (the "Transaction"). Reference should be made to China Goldcorp's press release dated
March 26, 2012 for further details regarding the proposed Transaction.
The primary amendment agreed between the parties is a change in the
structure by which the Transaction will be completed. Previously it
was contemplated that the Transaction would be completed pursuant to a
three-cornered amalgamation, however, following consultation with their
respective legal and financial advisors, the parties have agreed to
complete the Transaction pursuant to a share exchange. Accordingly,
China Goldcorp has offered to acquire from each First Iron shareholder
all of the issued and outstanding ordinary shares of First Iron (the "First Iron Shares") in exchange for an aggregate of 54,518,400 common shares of China
Goldcorp. The offer by China Goldcorp and the completion of the
Transaction is conditional on China Goldcorp acquiring not less than
90% of the First Iron Shares.
The parties also agreed that the proposed brokered private placement
will be completed by the sale of securities of China Goldcorp on
closing of the Transaction, as opposed to securities of First Iron as
previously agreed. It is intended by the parties that the brokered
private placement of China Goldcorp will consist of the sale of units
of China Goldcorp (the "Units") for minimum gross proceeds of $6,000,000 and up to a maximum gross
proceeds of $12,000,000 at a price of $1.00 per Unit. Each Unit will
be comprised of one common share of China Goldcorp and one half (½) of
a common share purchase warrant ("Warrant"). Each whole Warrant will be exercisable for one common share of
China Goldcorp for a period of two years from the closing of the
Transaction at an exercise price of $1.50 per share.
Additionally, the outside date on which either party may terminate the
Amended Agreement if the Transaction has not closed by such date has
been extended from July 31, 2012 to October 31, 2012.
The foregoing is not intended to comprise a complete description of the
Amended Agreement or the terms thereof that have been revised, but a
summary of certain terms only. Such summary is qualified entirely by
reference to the full text of the Amended Agreement, a copy of which is
available on SEDAR at www.sedar.com.
The Transaction is subject to requisite regulatory approval, including
the approval of the TSX Venture Exchange (the "TSXV") and standard closing conditions prescribed by the Amended Agreement.
Trading in the common shares of China Goldcorp remains halted. It is
unlikely that the common shares of China Goldcorp will resume trading
until the Transaction is completed and approved by the TSXV.
Completion of the transaction is subject to a number of conditions,
including but not limited to, TSXV acceptance and, if applicable,
pursuant to the requirements of the TSXV, majority of the minority
shareholder approval. Where applicable, 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
Investors are cautioned that, except as disclosed in the management
information circular or filing statement to be prepared in connection
with the transaction, any information released or received with respect
to the transaction may not be accurate or complete and should not be
relied upon. Trading in the securities of a capital pool company should
be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of
the proposed transaction and has neither approved nor disapproved the
contents of this press 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 RELEASE.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news
release includes certain "forward-looking statements" under applicable
Canadian securities legislation. Forward-looking statements include,
but are not limited to, statements with respect to: the terms and
conditions of the proposed Transaction; the terms and conditions of the
proposed private placement; future exploration and testing; use of
funds; and the business and operations of the resulting issuer after
the proposed transaction. Forward-looking statements are necessarily
based upon a number of estimates and assumptions that, while considered
reasonable, are subject to known and unknown risks, uncertainties, and
other factors which may cause the actual results and future events to
differ materially from those expressed or implied by such
forward-looking statements. Such factors include, but are not limited
to: general business, economic, competitive, political and social
uncertainties; delay or failure to receive board, shareholder or
regulatory approvals; and the results of current exploration and
testing. There can be no assurance that such statements will prove to
be accurate, as actual results and future events could differ
materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward-looking statements.
China Goldcorp and First Iron disclaim any intention or obligation to
update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise, except as required by
SOURCE: China Goldcorp Ltd.
For further information:
For further information regarding the Transaction, please contact:
Maurice Colson, Chief Executive Officer, China Goldcorp Inc.
Michael Hellenbrand, Chairman, First Iron Group plc