Landen Capital Corp.
TSX VENTURE : LAN

December 21, 2009 06:00 ET

Landen Capital to Acquire SAMA Nickel and Its Nickel/Copper Project in Ivory Coast, West Africa; Landen Also Announces Private Placement of up to $1,200,000

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 21, 2009) -

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Landen Capital Corp. (TSX VENTURE:LAN) ("Landen") is pleased to announce that it has entered into a letter agreement (the "Agreement") with SAMA Nickel Corporation ("SAMA"), a private corporation, and its shareholders, namely, Messrs. Jens Hansen, Bill Lupien, Ron Netolitzky and Marc-Antoine Audet (collectively the "Shareholders"), pursuant to which Landen can acquire 100% of the issued and outstanding shares of SAMA (the "Acquisition"). SAMA has a joint venture interest in the Samapleu nickel/copper project ("the Project") in Côte d'Ivoire, West Africa with Société de Developpement des Mines de Côte d'Ivoire ("SODEMI"). The Acquisition is at arm's length.

The Samapleu Nickel/Copper Project:

The Project is a joint venture amongst SAMA (66 2/3rds%) and SODEMI (33 1/3rd%) in Cote d'Ivoire, West Africa. The Project encompasses approximately 775 square kilometers ("km") and is located 600 km northwest of Abidjan and 50 km's west of Biankouma. The area has excellent infrastructure with a road network leading to the Project and all required services available in the nearby towns of Man and Biankouma.

The Project was discovered by SODEMI in the mid 1970's. The geological setting consists of well preserved pyroxenitic to peridotitic bodies of early Proterozoic age intrusions within a Charnockitic environment. SODEMI drilled a total of approximately 40 core boreholes during the 1970's and 1980's as well as in 1996. According to historical data, the results were from trace amounts of nickel ("Ni") and copper ("Cu") to a high value in core borehole S2 where 136 metres ("m") of highly disseminated to massive sulphides returned 0.65% Ni and 0.60% Cu at a cut-off of 0.25% Ni (including 3.98% Ni and 3.54% Cu over 7.00m). The historical data has not been reviewed by an independent Qualified Person as required by National Instrument 43-101 regulations.

There is a deformation corridor of regional magnitude which includes the nearby world-class 'Sipilou' nickel/copper laterite deposit, located 15 km north of the Project, and has a total of *258.1 million tonnes ("Mt") of Ni rich laterite material with indicated resource of 123.9 Mt of 1.57% Ni and 0.10% cobalt plus an inferred resource of 134.2 Mt of 1.39% Ni and 0.12% cobalt (* source: Falconbridge website).

Management Changes:

Upon execution of the Definitive Agreement (as defined below), Landen will form an Advisory Committee that will initially be made up of three of the Shareholders, being Mr. Ron Netolitzky, Mr. Jens Hansen and Mr. Bill Lupien, whose extensive experience in the financial and mining sectors will be invaluable to Landen going forward with the exploration and financing of the Project. In particular, Mr. Hansen and Mr. Netolitzky have over twenty years of experience in Côte d'Ivoire, West Africa. 

In addition, upon completion of the Acquisition, it is also proposed that Dr. Marc-Antoine Audet (P.Geo) will assume the role of President, Chief Executive Officer and a Director of Landen. Dr. Audet has over 22 years of geological experience ranging from field geologist to senior positions in international nickel laterite exploration with major mining companies. From 1994 to 2008, Dr. Audet held the position of Director, Nickel Laterite Exploration for Xstrata Nickel and has served as the Director of International Nickel Laterite Exploration for Falconbridge. His project experience includes the Falcondo laterite nickel operation, the newly discovered Serra do Tapas and Vale dos Sonhos deposits in Brazil and New Caledonia's Koniambo Ni-Co laterite project. Dr. Audet was Manager of Resource Estimation and Mine Development and the Exploration Manager and Chief Geologist for Falconbridge in New Caledonia. Dr. Audet also served as the Senior Project Geologist and Director of Operations for Falconbridge International Investments Limited in Côte d'Ivoire, West Africa.

The Agreement:

In consideration of the SAMA shares, Landen will issue an aggregate of 12,500,000 common shares to the Shareholders upon closing (the "Closing") of the Acquisition as follows: Mr. Bill Lupien - 2,500,000; Mr. Ron Netolitzky - 2,500,000; Dr. Marc-Antoine Audet – 2,500,000; and Mr. Jens Hansen - 5,000,000.

The Shareholders will retain a 1% net smelter return royalty on production from SAMA's portion of the Project and an area of mutual interest. Landen shall have the right at any time prior to the execution of the Definitive Agreement (as defined below) to terminate the Agreement by delivering a notice in writing to SAMA and the Shareholders of its intention to do so. Upon such termination by Landen, Landen will have no further obligations in respect of the Agreement.

In addition, as partial consideration of the Acquisition, a non-refundable deposit of Cdn$100,000 was paid by Landen to SAMA. 

The Acquisition is subject to a number of conditions precedent, including receipt of all regulatory approvals, a due diligence review by Landen of SAMA and the Project and execution by the parties of a definitive agreement setting out the comprehensive terms of the Acquisition (the "Definitive Agreement").

Subject to satisfaction of all conditions, Closing of the Acquisition shall take place on or before the fifth business day following receipt of all required regulatory approvals, or such later date as may be agreed upon between the parties, but, in any event, no later than March 15, 2010.

Finder's Fee:

Subject to TSX Venture Exchange ("TSXV") approval, Mr. Elliot Kagna will receive a finder's fee in the form of 600,000 common shares of Landen upon completion of the Acquisition in consideration for his efforts in introducing SAMA to Landen.

Private Placement:

Landen also announces a non-brokered private placement (the "Private Placement"), of up to 6,000,000 units (the "Units") at a price of CAN$0.20 per Unit, for total gross proceeds of up to CAN$1,200,000. Each Unit will be comprised of one common share of Landen (a "Share") and one-half of one non-transferable share purchase warrant (a "Warrant"). Each whole Warrant will entitle the holder to purchase one additional Share for a period of 12 months from the date of issuance at a price of CAN$0.30. Net proceeds from the Private Placement will be used for expenditures on Landen's properties, including the Project, and working capital requirements.

Landen also proposes to pay to certain arm's length parties a finder's fee in cash and/or securities in connection with purchasers for the Private Placement located through the efforts of such finders.

The Private Placement and payment of the finder's fee is subject to TSXV approval.

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.

Contact Information

  • Landen Capital Corp.
    Todd Hilditch
    Director
    (604) 443-3831
    (604) 682-3860 (FAX)