China Goldcorp Ltd. announces amended and restated definitive agreement with First Iron Group plc in respect of its proposed qualifying transaction

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR RELEASE PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES./

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 all. 

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 law.

SOURCE: China Goldcorp Ltd.

For further information:

For further information regarding the Transaction, please contact:

Maurice Colson, Chief Executive Officer, China Goldcorp Inc.
Facsimile: 416-947-6046

Michael Hellenbrand, Chairman, First Iron Group plc
Facsimile: 647-438-2612

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China Goldcorp Ltd.

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