China Goldcorp Ltd.

NEX BOARD : CAU.H


November 29, 2012 19:17 ET

China Goldcorp Announces Update on Its Qualifying Transaction With First Iron

TORONTO, ONTARIO--(Marketwire - Nov. 29, 2012) -

NOT FOR DISTRIBUTION IN THE UNITED STATES OR THROUGH UNITED STATES WIRE SERVICES.

ALL AMOUNTS IN CANADIAN DOLLARS

China Goldcorp Ltd. ("China Goldcorp") (NEX:CAU.H), wishes to provide an update on its proposed qualifying transaction with First Iron Group plc ("First Iron") previously announced on March 26, 2012 and July 23, 2012 (the "Proposed Transaction"). The Proposed Transaction is intended to be the Qualifying Transaction of China Goldcorp pursuant to Policy 2.4 of the TSX Venture Exchange (the "Exchange" or "TSXV").

China Goldcorp is pleased to announce that a Filing Statement prepared in accordance with the requirements of the Exchange in connection with the Proposed Transaction has been filed with the Exchange and applicable Canadian securities regulators on SEDAR, and shareholders' are encouraged to review the Filing Statement by visiting China Goldcorp's profile at www.sedar.com.

As required under National Instrument 43-101 - Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators, independent technical reports dated May 15, 2012 entitled "A NI43-101 Technical Report on the Petrovskoye Deposit, Kurgan Province, Russian Federation" and "A NI43-101 Technical Report on the Glubochenskoye Deposit, Kurgan Province, Russian Federation", both prepared by SRK Consulting (UK) Limited, are now accessible on China Goldcorp's profile on www.sedar.com, a summary of which is available in China Goldcorp's Filing Statement.

China Goldcorp has received conditional approval from the Exchange to proceed with completing the Proposed Transaction. The Proposed Transaction is expected to close on or around December 31, 2012.

The amended and restated definitive agreement between China Goldcorp and First Iron in connection with the Proposed Transaction will terminate if the Proposed Transaction is not completed prior to 5:00 p.m. (Toronto time) on December 31, 2012 or as otherwise agreed to in writing by the parties, acting reasonably.

Maison Placements Canada Inc. ("Maison") has agreed to act as sponsor in connection with the Proposed Transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the Proposed Transaction or the likelihood of completion. In addition, Maison will act as the agent to China Goldcorp's previously announced brokered private placement which is expected to close concurrent with the Proposed Transaction.

Completion of the transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable, pursuant to the requirements of the TSXV, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION:

This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the Proposed Transaction; future exploration and testing; use of funds; and the business and operations of the Resulting Issuer after the proposed transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; and the results of current exploration and testing. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. China Goldcorp and First Iron disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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. 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 OR ACCURACY OF THIS RELEASE.

Contact Information

  • For further information regarding the Proposed Transaction,
    please contact: China Goldcorp Inc.
    Maurice Colson
    Chief Executive Officer
    416-947-6046 (FAX)

    First Iron Group, PLC
    Michael Hellenbrand
    Chairman
    647-438-2612 (FAX)