Mkango Resources Ltd. (Formerly Alloy Capital Corp.) Completes Acquisition Of Lancaster Exploration Limited As Its Qualifying Transaction And Concurrent Oversubscribed Financing Of $7.76M
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. WIRE SERVICES
Calgary, Alberta: January 5, 2011 - Mkango Resources Ltd. (formerly Alloy Capital Corp.) (TSXV- MKA) (the "Corporation" or "Mkango") is pleased to announce that on December 20, 2010, it completed the acquisition ("Acquisition") of Lancaster Exploration Limited ("Lancaster") as its Qualifying Transaction as set forth in Policy 2.4 of the TSX Venture Exchange ("TSXV").
Prior to the Acquisition, Lancaster was a wholly-owned subsidiary of Leo Mining and Exploration Limited ("Leominex"). The Acquisition constitutes a reverse take-over by Leominex of the Corporation whereby Leominex shall become a controlling shareholder of the Corporation. Both Lancaster and Leominex are private companies incorporated in the British Virgin Islands. Lancaster is engaged in exploration for rare earth elements in Africa.
The Qualifying Transaction
Pursuant to the terms of the transaction, prior to completion of the Acquisition and the concurrent private placement, the Corporation consolidated its common shares on a 2.5 for 1 basis (each post-consolidated common share referred to hereafter as a "Common Share"). The Corporation then issued 19,852,899 Common Shares (the "Acquisition Shares") at a deemed value of $0.50 per Acquisition Share to Leominex for all of the issued and outstanding shares of Lancaster, for a purchase price of $9,926,449.50.
The Corporation's acquisition of Lancaster was an arm's length transaction and the principal shareholders of Leominex, the parent company to Lancaster, are William Dawes and Alexander Lemon, each of whom are resident in London, England.
In conjunction with the Acquisition, the Corporation issued 4,825,000 units (the "Units"), at a price of $0.50 per Unit, pursuant to a brokered private placement (the "Brokered Offering"), co-lead by Haywood Securities Inc. and Byron Securities Limited (collectively, the "Agents") for gross proceeds of $2,412,500. In addition, the Corporation concurrently completed a non-brokered private placement (the "Non-Brokered Offering") of 10,696,499 Units at a price of $0.50 per Unit for total gross proceeds of $5,348,249.50. Each Unit consists of one Common Share and one-half of one Common Share purchase warrant (the "Warrant"). Each whole Warrant entitles the holder to acquire one Common Share at the exercise price of $0.75 on or before December 20, 2012. All of the securities issued under the Brokered and Non-Brokered Offerings are subject to a four month restriction from resale, as stipulated under applicable securities legislation and the TSXV, expiring on April 21, 2011. The combined Brokered and Non-Brokered Offerings were oversubscribed and resulted in gross proceeds of $7,760,749.50.
As compensation for completion of the Brokered Offering, the Agents received a commission equal to 7% of the gross proceeds of the Brokered Offering, Agents' warrants (the "Agents' Warrants") equal to 7% of the number of Units sold under the Brokered Offering and a corporate finance fee of $25,000. Each Agents' Warrant entitles the holder to purchase one Unit ("Agents' Unit") at an exercise price of $0.50 on or before December 20, 2012. Each Agents' Unit consists of one Common Share ("Agents' Unit Share") and one-half of one warrant ("Agents' Unit Warrant"). Each whole Agents' Unit Warrant entitles the holder to acquire one Common Share at an exercise price of $0.75 on or before December 20, 2012. In addition, the Corporation paid $180,235 in finder's fees and 272,970 warrants (the "Finder's Warrants") as compensation to finders under the Non-Brokered Offering. The terms of the Finder's Warrants are identical to the Agents' Warrants.
The proceeds of the Brokered and Non-Brokered Offerings will be used to complete the proposed exploration program for Mkango, working capital and general corporate purposes.
Directors and Officers
The directors and officers of the Corporation are as follows:
William Dawes, Chief Executive Officer and Director
Mr. Dawes is a graduate of Bristol University (BSc Geology) and Imperial College, London (MSc Mineral Exploration). He previously worked as a mining analyst based in London and from 1995 to 1998, for Rio Tinto's exploration division. From 1998 to 2005, Mr. Dawes gained significant global mining transaction experience in the metals and mining team of Robert Fleming & Co., Chase Manhattan Bank and JPMorgan, where he held the position of Vice-President. From 2006 to 2007, he worked as a consultant and co-founded Leominex in September of 2007. He is a Member of the Institute of Materials, Minerals and Mining and holds the Chartered Financial Analyst designation.
Alexander Lemon, President and Director
Mr. Lemon is a graduate of Oxford Brookes University (BSc Geological Sciences) and Imperial College, London (MSc Mineral Exploration). From 1994 to 2001, he was the Managing Director of Gold and Mineral Excavation Inc., which owned and operated a producing gold mine in Central Asia, where he gained extensive operating experience in emerging markets including government negotiations and project management. From 2001 to 2005, he worked for Allied Commercial Exporters as an investment advisor. Mr. Lemon worked as a consultant from 2006 to 2007 and co-founded Leominex in September of 2007. He is a Member of the Canadian Institute of Mining, Metallurgy and Petroleum and is an Associate Member of the Institute of Materials, Minerals and Mining.
David Berg, Corporate Secretary, Chief Financial Officer and Director
Mr. Berg is currently an independent businessman.
He spent 28 years of consecutive service with one of Canada's largest publicly traded companies, serving in the capacity of Vice President of Operations. He managed a business unit with over $1.5 billion in annual revenue and a total of 8,500 employees. His corporate experience has encompassed financial, retail services and petroleum business.
As the former Chairman and a director of Potash One (TSX:KCL) Mr. Berg participates in a number of its Executive Committees. He has actively contributed to its successful development from an early stage exploration company to its recent pending acquisition by a multinational fertilizer company for $434 million dollars. He is also an advisor, founder and director of numerous other publicly traded companies.
Presently Mr. Berg operates a private consulting business based in Calgary, Alberta specializing in the provision of management services and business models for the natural resource sector with a focus on restructuring and financing public and private entities.
Eugene Chen, Director
Mr. Chen is currently a Partner in the securities, corporate finance and mergers and acquisitions group with Gowling Lafleur Henderson LLP. He was an associate and then Partner practicing corporate finance and securities law with Fraser Milner Casgrain LLP from July 2005 to March 2010. Mr. Chen has been a director and/or officer of numerous public and private companies.
Mr. Chen holds a Bachelor of Science from the University of Alberta, a Bachelor of Laws from the University of British Columbia and is a member of the Law Society of Alberta.
Arthur Wong, Director
Mr. Wong is an independent businessman and Managing Director and Chief Executive Officer of Optimus U.S. Real Estate Partners Ltd. He was a founder, Vice-President, Chief Operating Officer and Director of Genesis Land Development Corp. ("Genesis") from December 1997 to April 2008. Genesis is a publicly traded real estate development company listed on the TSX.
Mr. Wong is a Professional Engineer and holds a Bachelor of Science degree (Mechanical Engineering - Cooperative Program) from the University of Alberta.
Mkango Resources Ltd.
Mkango's primary business is the exploration for rare earth elements and associated minerals in the Republic of Malawi. It holds, through its wholly owned subsidiary Lancaster, a 100% interest in two exclusive prospecting licenses covering a combined area of 1,751 km2 in southern Malawi. The main exploration target is the Songwe Hill deposit, which features carbonatite hosted rare earth mineralization and was subject to previous exploration programs in the late 1980s and in 2010, the latter funded and managed by Lancaster.
The Corporation's corporate strategy is to further delineate the rare earth mineralization at Songwe Hill and secure additional rare earth element and other mineral opportunities in Malawi and elsewhere in Africa.
Effective at the opening on Thursday January 6, 2011, the Common Shares of Mkango will be reinstated for trading under the symbol "MKA".
For further information, please contact:
Mkango Resources Ltd. (403) 923-7716
William Dawes Chief Executive Officer email@example.com
Alexander Lemon President firstname.lastname@example.org
David Berg Chief Financial Officer email@example.com
Cautionary Note Regarding Forward-Looking Statements
This news release may contain forward-looking statements relating to the Corporation. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward- looking statements will not occur, which may cause actual performance and results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements.
The forward-looking statements contained in this press release are made as of the date of this press release. Except as required by law, the Corporation disclaims any intention and assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities law. Additionally, the Corporation undertakes no obligation to comment on the expectations of, or statements made, by third parties in respect of the matters discussed above.
The TSX Venture Exchange has neither approved nor disapproved the contents of this press release.
Neither 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.
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