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VANCOUVER, April 24, 2012 /CNW/ - Pan Terra Industries Inc. ("Pan Terra" or the "Company") (TSXV: PNT) is pleased to announce it has completed the acquisition of the Kombat Copper Project in Northern Namibia. Pursuant to the terms of the Definitive Share Purchase Agreement dated effective March 18, 2012, Pan Terra has acquired 80 percent of the issued and outstanding shares of Manila Investments (Pty.) Ltd ("Manila"). The remaining 20 percent is shared between local Namibian partners and Epangelo Mining Co. (Pty.) Ltd ("Epangelo"), with each set of partners holding a 10% interest in Manila. Manila is a private company incorporated under the laws of Namibia which holds a 100% interest in the Kombat Copper Project, including infrastructure, equipment and mining licenses. Epangelo is a private company of which the Government of the Republic of Namibia is the sole shareholder.
Prior to closing, Pan Terra received all the required regulatory approvals from the Namibian Competition Commission and gained the support of the Namibian government to transfer the Mining Licenses to Manila. Three of these Mining Licenses are within the main Kombat complex and two additional licenses host separate mineral prospects within the general area.
Pan Terra has paid the following consideration on closing of the acquisition: (i) a total cash payment of $10-million (US) less non-refundable deposits in the total amount of $650,000 (US), (ii) the issuance of seven million common shares in the capital of the Company at a deemed price of $0.50 per share and (iii) the issuance of seven million share purchase warrants, with each warrant exercisable to purchase one common share of the capital of the Company at a price of $0.75 per share for a period of 36 months from the closing of the acquisition.
Mr. Alexander Helmel, President of the Company, comments: "The closing of this transaction represents a tremendous step forward for Pan Terra. We have now completed two significant transactions by acquiring an 80 percent interest in both Manila and Congo Namibia Trading (Pty) Ltd. After assembling this massive land package within a known copper environment, Pan Terra has positioned itself as the leading consolidator of copper projects in Namibia. In partnership with Epangelo and local Namibian partners, we now move forward with the objective of building a world class copper mining and processing facility."
Mr. Eliphas Hawala, Managing Director of Epangelo, comments: "The participation of Epangelo in the Kombat Copper Project is part of our strategic trajectory to position Epangelo as a significant player in the Namibian mining industry. Epangelo will continue to expand its reach in order to realise more value for Namibia's natural resources. We welcome the participation of international investors in Namibia's mining industry as vital strategic partners who can provide capital, expertise and the needed technologies."
Exploration and Development Plans
The Company intends to put the Kombat mine back into production within a period of 18 months. This will require investments into detailed engineering studies, rehabilitating the existing mill and concentrator, dewatering the mine, and focused drill programs. The Company also intends to compile and interpret all historical drill and production data from the Kombat Copper Project and thereafter commence drilling.
In parallel with this effort, the Company intends to commence surface work on 2,259 km2 of exploration grounds in the second quarter of 2012, which will be followed by a focused drill program. Upon completion of this program, the Company intends to complete a National Instrument 43-101 compliant resource estimation for these exploration blocks.
Technical Report Filing
The Company has filed on SEDAR a National Instrument 43-101 compliant technical report (the "Technical Report") dated January 31, 2012 and revised March 30, 2012 in respect of the Kombat Copper Project. The technical report, entitled "2012 Technical (NI 43-101) Report on the Kombat Project and authored by Henry J. Awmack, P. Eng., is available electronically under the Company's profile at www.sedar.com.
A finders' fee of $500,000 was paid by way of issuance of 1,000,000 shares of the Company at a deemed price of $0.50 per share to Level 4 Capital Corp. in connection to the Kombat Copper Project acquisition. All securities issued in relation to this acquisition are subject to the statutory four month hold from the date of issuance.
Name Change to Kombat Copper Inc.
Pan Terra is also pleased to announce that, pursuant to resolutions passed by the shareholders and Directors of the Company, the Company will change its name to Kombat Copper Inc., reflecting the Company's strategic focus on exploration and development of the Kombat Copper Project in Northern Namibia. A new trading symbol of "KBT" has also been reserved with the TSX Venture Exchange, and the Company's common shares are expected to begin trading under the new symbol concurrently with the name change. The Company will provide a further update regarding the name and stock symbol change.
No consolidation of capital or exchange of shares is required in connection with the foregoing.
The Kombat Copper Project
The Kombat Copper Project has a rich history of copper production and the potential for considerable economic value creation based on current commodity prices. Production at Kombat dates back to the early 1900's when copper ores were first extracted from high grade and near surface deposits. These early discoveries resulted in the modernization of the project in the 1960's with the addition of several shafts, a mill, and a concentrator which supported the mine during the period of 1962 - 2008, with production to 1981 reported at 5.53 million tonnes of ore grading 2.32% Cu, 1.94% Pb and 18 g/t Ag (Innes and Chaplin, 1986).
Throughout the history of the project, Pan Terra believes the full potential of these assets have been unrealized. With a focused exploration and development program, Pan Terra intends to combine the historical information on the project with modern exploration technologies with objective of creating a world-class copper mining and processing facility.
The Company has granted incentive stock options to certain officers of the Company to purchase, in aggregate, of up to 600,000 common shares of the Company. The stock options are exercisable on or before April 23, 2017 at a price of $0.52 per share.
Mr. Henry J. Awmack, P.Eng., a Qualified Person as defined by National Instrument 43-101, has read and approved the technical information contained herein.
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 of accuracy of this news release.
All statements in this news release, other than statements of historical fact, that address events or developments that Pan Terra expects to occur, are "forward-looking statements". Forward-looking statements are necessarily based on estimates and assumptions that are inherently subject to known and unknown risks, uncertainties and other factors that may cause Pan Terra's actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Such factors include, without limitation: significant capital requirements and the ability to raise equity capital; the risks of obtaining and maintaining the validity and enforceability of the necessary licenses and permits and complying with the permitting requirements in, Namibia; the lack of certainty with respect to foreign legal systems, which may not be immune from the influence of political pressure, corruption or other factors that are inconsistent with the rule of law. Forward-looking statements are not guarantees of future performance, and actual results and future events could materially differ from those anticipated in such statements. Pan Terra expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, events or otherwise, except in accordance with applicable securities laws.
For further information:
Alexander Helmel, President
Direct: +1 (604) 495-8792
Pan Terra Industries Inc.
Suite 830 - 1100 Melville Street
Vancouver, British Columbia V6E 4A6
Visit us at www.kombatcopper.com