Focused Capital Corp.

November 14, 2012 16:22 ET

Focused Capital Corp. Announces Proposed Qualifying Transaction with Flemish Gold Corp.

TORONTO, ONTARIO--(Marketwire - Nov. 14, 2012) -


Focused Capital Corp. ("Focused Capital") (TSX VENTURE:FLO.P), a capital pool company as defined under Policy 2.4 of the TSX Venture Exchange (the "Exchange"), is pleased to announce that it has entered into a binding letter of intent (the "LOI") dated November 14, 2012 for the arm's length acquisition of 100% of the common shares of Flemish Gold Corp. ("Flemish Gold"), a company incorporated under the laws of Canada. Pursuant to the terms of the LOI and subject to completion of certain conditions precedent, including, completion by Flemish Gold of a private placement of a minimum of $5 million and up to $6 million, satisfactory due diligence, execution of a definitive agreement and receipt of all necessary regulatory and Exchange approvals, the proposed acquisition of Flemish will qualify as Focused Capital's "Qualifying Transaction" as defined by Exchange Policy 2.4.

It is anticipated that upon closing of the proposed Qualifying Transaction the former shareholders of Focused Capital will own approximately 6% of the shares of the resulting issuer and current shareholders of Flemish Gold will hold approximately 94% of the shares of the resulting issuer, not including shares issuable pursuant to the proposed private placement. Accordingly, the Qualifying Transaction will constitute a reverse take-over of Focused Capital.

About Flemish Gold Corp.

Flemish Gold is a Canadian‐based private mineral exploration and development company with a portfolio of promising mineral exploration licences in Burundi and Uganda. Flemish holds 4 licences in Burundi covering 4,300 km2. Three of these licences located in proximity to the Kabanga Nickel deposit in western Tanzania, owned by X‐Strata and Barrick, cover the entire 85 km‐long quartzite‐argillite belt intercalated by granitic intrusions where numerous gold and tungsten artisanal mining sites have been identified in north‐eastern Burundi. The Murchison Project in Uganda covers a 2,400 km2 magnetic anomaly postulated to be a large mafic‐ultramafic layered complex intruded by a granite intrusive. The presence of Ni‐Cu‐Co has been detected in soil sampling. The qualified person who has reviewed the technical disclosure contained in this release is Martin Taylor, PGeo, who is the primary independent geological consultant for Flemish Gold.

About Focused Capital Corp.

Focused Capital, a capital pool company within the meaning of the policies of the Exchange, was listed on the Exchange on January 11, 2011. Focused Capital does not have any operations and has no assets other than cash. Focused Capital's business is to identify and evaluate businesses and assets with a view to completing a qualifying transaction under the policies of the Exchange.

Trading of the common shares of Focused Capital remains halted in connection with the dissemination of this press release, and will recommence at such time as the Exchange may determine, having regard to the completion of certain requirements pursuant to Exchange Policy 2.4. Further details of the proposed transaction, including the consideration to be paid, will follow in future press releases.

The information provided in this press release regarding Flemish and its management has been provided to Focused Capital by Flemish and has not been independently verified by Focused Capital.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, 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.

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 information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward looking statements. Although Focused Capital and Flemish believe that the expectations reflected in forward looking statements are reasonable, it can give no assurances that the expectations of any forward looking statements will prove to be correct. Except as required by law, Focused Capital and Flemish disclaim any intention and assumes no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.

This press release does not constitute and the subject matter hereof is not, an offer for sale or a solicitation of an offer to buy, in the United States or to any "U.S Person" (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "1933 Act")) of any equity or other securities of Flemish. The securities of Flemish have not been registered under the 1933 Act and may not be offered or sold in the United States (or to a U.S. Person) absent registration under the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act.

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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