Chrysos Capital Corporation

July 30, 2009 17:06 ET

Chrysos Capital Corporation Announces Proposed Qualifying Transaction

HALIFAX, NOVA SCOTIA--(Marketwire - July 30, 2009) -


Chrysos Capital Corporation (TSX VENTURE:CSZ.P) (the "Company" or "Chrysos"), a Capital Pool Company ("CPC"), is pleased to announce that it has entered into an agreement with Merrex Gold Inc.("Merrex") dated July 30, 2009 (the "Letter of Intent") for the arm's length acquisition of the following assets (the "Transaction"):

(a) the 584 claims in Nova Scotia in which Merrex has a 100% interest, which include the zinc-lead claims in Victoria County, Nova Scotia in which Merrex has a 100% interest known as the "Jubilee Property";

(b) the claims in the Red Lake District, Northwestern Ontario in which Merrex has a 100% interest;

(c) all of the issued and outstanding shares of Merrex Insaat Madencilik Sanayi Tasimacilik ve Ticaret Ltd. Sti. owned by Merrex; and

(d) Merrex's interest in an option agreement with AgeanGold Madencilik Ltd. Sti and Roscan Minerals (BVI) Corp,

(the "Merrex Assets").

The Transaction is conditional on Chrysos having entered into an option or purchase agreement with Societe D'Exploration Miniere Touba SARL ("Touba") in form and substance satisfactory to Chrysos, acting reasonably, pursuant to which Touba shall have sold or granted an option to Chrysos to acquire up to a 100% interest subject to retained royalties and government required royalties and participations in the property known as Niaouleni in Mali, West Africa.

The Transaction represents an agreement in principle, subject to TSX Venture Exchange ("TSXV") approval, and is intended to constitute Chrysos's Qualifying Transaction pursuant to Policy 2.4 of the Corporate Finance Manual of the TSXV. The Jubilee Property, described previously, is intended as the Qualifying Property acquired pursuant to the Transaction. Following completion of the Transaction, the resulting issuer will be a mining exploration company.

Trading of the common shares of Chrysos ("Chrysos Shares") has been halted at Chrysos's request and will remain halted pending the TSXV receipt of satisfactory documentation.

The Transaction

The Transaction is expected take the form of an asset purchase whereby Chrysos will acquire the Merrex assets in consideration for the issuance of 37,350,000 Chrysos Shares to Merrex. Chrysos Shares will be issued at a deemed Issue Price of $0.20 per Chrysos Share.

Merrex currently trades on the TSXV under the trading symbol MXI.

The Letter of Intent is subject to numerous conditions on behalf of both parties including completion of a definitive agreement, regulatory and shareholder approvals and completion of adequate financing.

A comprehensive press release will be filed by Chrysos upon entering into a definitive agreement with Merrex.

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. The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this press release.

Contact Information

  • Chrysos Capital Corporation
    Thomas J. Hickey
    President, CEO & CFO
    902 456-2568
    902 446-2001 (FAX)