GOLCONDA RESOURCES LTD.
TSX VENTURE : GA

GOLCONDA RESOURCES LTD.

November 21, 2008 18:58 ET

Golconda Resources Ltd. Announces Signing of Definitive Agreement With Lyncorp Drilling Services Inc. and Resumes Trading

CALGARY, ALBERTA--(Marketwire - Nov. 21, 2008) - Golconda Resources Ltd. (TSX VENTURE:GA) (the "Corporation" or "Golconda") is pleased to announce that it has entered into a definitive agreement (the "Acquisition Agreement") with Lyncorp Drilling Services Inc. ("Lyncorp") and David Mullen, sole shareholder of Lyncorp, as contemplated in the Corporation's press release dated May 12, 2008. The Acquisition Agreement provides for the acquisition (the "Acquisition") by Golconda of all of the issued and outstanding securities of Lyncorp for an aggregate purchase price of $6,500,000, subject to adjustment, payable by the issuance of:

(a) 32,500,000 common shares of Golconda ("Common Shares"), having a deemed price of $0.10 per Common Share; and

(b) a 10% secured debenture in the principal amount of $3,250,000, subject to adjustment, to be repaid in full on the earlier of (i) the closing date of Golconda's first equity financing after the completion of the Acquisition or (ii) 24 months from the closing date of the Acquisition. The principal amount of the secured debenture shall be increased or decreased on a dollar for dollar basis to the extent that the value of the net tangible assets of Lyncorp as at the closing date of the Acquisition is greater than or less than $4,000,000.

Lyncorp, a private company incorporated under the laws of Alberta and headquartered in Calgary with its operations center in Smithers B.C., provides diamond core drilling services to the exploration industry in Western Canada and Western United States. Lyncorp has eight drilling rigs capable of fly and deep hole drilling. David Mullen, the sole shareholder of Lyncorp, presently holds an aggregate of 7,740,000 Common Shares which represent 13.7% of the issued and outstanding shares of Golconda; therefore, the Acquisition is a non arm's length transaction.

In conjunction with the Acquisition, $483,125 of debt owed by Golconda to Lyncorp (or its associates or affiliates) will be repaid and cancelled by the issuance from treasury of 4,831,250 Common Shares, each having a deemed value of $0.10 per Common Share (the "Debt Settlement") (collectively, the Acquisition and the Debt Settlement are referred to herein as the "Proposed Transactions"). Further, the Corporation proposes to grant an aggregate of 1,000,000 stock options to directors, officers and employees of Golconda concurrent with the closing of the Proposed Transactions. These stock options will have an exercise price equal to $0.17 per Common Share and will have a five (5) year term.

Following completion of the Proposed Transactions, it is proposed that each of Terry S. Chan, Reynoudt W. Jalink and Lyle Pederson resign as directors of Golconda and that David E. Mullen, Gerald N. Gilewicz and Thomas E. Callicrate be appointed to the Golconda board. It is proposed that Robert Gillies will become the Chief Financial Officer. As such, on completion of the Proposed Transactions, the senior executives and the board of directors of Golconda will include the following individuals:

Sid Dutchak (President and Chief Executive Officer)

Mr. Dutchak, an independent businessman, will serve as the Corporation's President and Chief Executive Officer. Mr. Dutchak was previously the President of Cordy Oilfield Services Inc. (formerly QCC Technologies Inc.) from March 2001 to July 2007. Prior to that, Mr. Dutchak was a director of QCC Technologies since 1999. Mr. Dutchak has served on several public company boards, and within the past five years served on the boards of West Mountain Capital Corp., How To Web TV Inc., Ergo Ventures Inc. and Maple Leaf Reforestation Inc.

Robert Gillies (Proposed Chief Financial Officer)

Mr. Gillies will serve as the Corporation's Chief Financial Officer. Mr. Gillies was previously the Chief Financial Officer of Cordy Oilfield Services Inc., a public company listed on the TSX Venture Exchange ("TSX-V"). Mr. Gillies is a Chartered Accountant with 30 years experience as a Partner in accounting firms and as a Chief Financial Officer in several public companies listed on the TSX-V and the Toronto Stock Exchange ("TSX"). He has spent considerable time working with start-up and emerging businesses.

Howard G. Coopersmith, R.P.G. (Director)

Mr. Coopersmith has over 30 years experience in diamond deposits and project evaluation, feasibility and development, including projects in North America, South America, southern Africa, West Africa, Australia, India and Europe. Previously an officer/director of several diamond explorers and miners, he currently consults for select clients and various international engineering consultancies, investment bankers and brokerage houses and is frequently an invited speaker at conferences.

David Mullen (Proposed Director)

Mr. Mullen is a director of Shear Minerals Ltd. and Copper Fox Metals Inc., which are publicly traded mineral exploration companies. Mr. Mullen is the Chief Executive Officer of Cordy Oilfield Services Inc., a publicly traded oilfield services company. Mr. Mullen has also been a director of Rocky Mountain Dealerships Inc., a TSX listed company, since December, 2007. Previously, Mr. Mullen served in various capacities, including Senior Vice President of Mullen Trucking LP, a wholly-owned subsidiary of Mullen Group Income Trust.

Gerald N. Gilewicz (Proposed Director)

Mr. Gilewicz currently serves as Vice-President of Finance and Chief Financial Officer of Vero Energy Inc. since November 2005. Previously, Mr. Gilewicz was the Vice President of Finance and Chief Financial Officer of Dual/Devlan Exploration Inc. from 1999 to November 2005 and a Senior Manager with Deloitte & Touche LLP.

Thomas E. Callicrate (Proposed Director)

Mr. Callicrate, P.Geol., has over 28 years of experience in domestic and international mineral exploration and specializes in generating and evaluating a variety of quality precious and base metal, gemstone, industrial and mineral exploration properties, as well as managing reconnaissance and advanced-level exploration programs. He is the Co-Founder of Consolidated Goldfields Inc. and currently serves as its Chief Executive Officer and President. Mr. Callicrate has also served as Vice President, Exploration of Consolidated Goldfields Inc., since August 2006. He served as Vice President, Exploration of Western Goldfields Inc., from November 2003 to October 10, 2005 and also served as a director of Western Goldfields Inc., from August 2002 to October 25, 2005.

Closing of the Proposed Transactions is subject to a number of conditions, including TSX-V approval and approval by the shareholders of Golconda.

An annual general and special meeting (the "Meeting") of shareholders of Golconda will be held on December 16, 2008 at which Golconda will seek the approval of its shareholders of the Proposed Transactions. Subject to receipt of the requisite shareholder approval and the satisfaction or waiver of all other conditions, it is anticipated that the Proposed Transactions will be completed shortly following the Meeting. At the Meeting the shareholders will also be asked to elect directors of Golconda, re-approve the Corporation's 10% rolling stock option plan and appoint auditors. Please refer to the management information circular (the "Circular") of Golconda dated November 4, 2008 that has been mailed to Golconda's shareholders for additional information and disclosure regarding the Proposed Transactions and the other matters noted above. The Circular is also available on Golconda's SEDAR profile at www.sedar.com.

Golconda is also pleased to announce that trading in its Common Shares will resume on the TSX-V at the opening of trading on Monday, November 24, 2008. Trading in the Common Shares of Golconda was halted at the request of the Corporation on May 9, 2008 pending an announcement regarding the Proposed Transactions.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transactions and has neither approved nor disapproved the contents of this press release. The TSX Venture Exchange does not accept responsibility for the accuracy or adequacy of this release.

Contact Information