Angus Mining (Namibia) Inc.

September 27, 2010 08:00 ET

Golconda Capital Corp. and Angus Mining (Namibia) Ltd. Complete Qualifying Transaction

TORONTO, ONTARIO--(Marketwire - Sept. 27, 2010) -

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Angus Mining (Namibia) Inc. (formerly named "Golconda Capital Corp.") (TSX VENTURE:GDA.P) (the "Corporation") and Angus Mining (Namibia) Ltd. ("AML") are pleased to announce the completion of the previously announced business combination (the "Business Combination") on the terms set out in the business combination agreement dated July 30, 2010 between Golconda Capital Corp. and AML.

The Business Combination was effected by way of a three-cornered amalgamation between AML and a wholly owned subsidiary of the Corporation, whereby the Corporation acquired a 100% interest in all the outstanding securities of AML. Prior to the Business Combination, the Corporation changed its name to Angus Mining (Namibia) Inc. 

As a result of the Business Combination, the Corporation acquired, through AML, the sole, exclusive and immediate right and option (the "Option") to earn a maximum undivided 75% beneficial interest in the equity and shareholder loans of Omatjete Mining Company (Namibia) (Pty) Ltd. ("OM"), the 100% holder of the Ondundu Gold Project located in Namibia, Africa. OM is wholly owned indirectly by Forsys Metals Corp. ("Forsys") (TSX:FSY)(FRANKFURT:F2T)(NSX:FSY).

Upon the completion of the amalgamation, all of the securities of AML (including the securities issued by AML to Forsys as part of the acquisition of the Option, and the common shares and warrants of AML issuable upon the automatic exchange of the subscription receipts issued in its $6,350,000 financing transaction (the "Financing") completed in June 2010), were exchanged for securities of the Corporation on a one-for-one basis. On completion of the Business Combination, an amount of approximately $4,750,000, representing the restricted portion of the proceeds from the Financing, became unrestricted funds fully available to AML. These funds will be used by the Corporation for the exploration on the Ondundu Gold Project to earn an interest therein in accordance with the terms of the Option.

The Business Combination constituted the Qualifying Transaction of the Corporation under the policies of the TSX Venture Exchange (the "Exchange"). Additional information with respect to the foregoing transactions can be found in the filing statement of the Corporation dated September 16, 2010 (the "Filing Statement"), which was filed on SEDAR under the Corporation's profile at www.sedar.com.

It is currently anticipated that trading of the common shares of the Corporation on the TSX Venture Exchange will recommence on September 28, 2010 under the symbol ANA.

As a result of the Business Combination and the exchange of the AML subscription receipts issued in the Financing, 28,400,001 common shares and 28,400,000 warrants of the Corporation were issued by the Corporation to former shareholders and warrantholders of AML. Forsys now holds 3,000,000 common shares and 3,000,000 warrants of the Corporation (representing 9.7% of the outstanding common shares of the Corporation or 17.7% assuming the exercise of its warrants and without giving effect to the exercise of any other convertible securities). Mr. Robert Buchan, the Director and Chairman of the Corporation effective since the Business Combination, now holds 2,580,000 common shares and 2,580,000 warrants of the Corporation (representing 8.4% of the outstanding common shares of the Corporation or 15.5% assuming the exercise of his warrants and without giving effect to the exercise of any other convertible securities).

Board of Directors and Management

Following the completion of the Business Combination, the board and management team of the Corporation consists of the following individuals: Robert Buchan (Director and Chairman); Marcel Hilmer (Director), Cameron Mingay (Director), Duane Parnham (Director), Carl Pescio (Director), Fraser Buchan (President, Chief Executive Officer, Corporate Secretary and Director), Carmelo Marrelli (Chief Financial Officer) and Lionel Howes (Chief Operating Officer).

Change of auditors and financial year-end and continuance to Ontario

Upon completion of the Business Combination, Davidson & Company LLP resigned as auditors of the Corporation and PricewaterhouseCoopers LLP were appointed by the board of directors as the Corporation's auditors. The Business Combination being considered a reverse takeover for accounting purposes, the Corporation's first year-end following the Business Combination will be December 31, 2010. It is anticipated that the Corporation will continue its incorporation under the laws of Ontario shortly.

Option Grants

As disclosed in the Filing Statement, a total of 1,800,000 incentive stock options were granted on September 24, 2010 to the directors, officers and employees of the Corporation pursuant to the Corporation's stock option plan. Each option entitles the holder to purchase one common share of the Corporation at $0.31 for a period of five years, subject to vesting provisions. Of the 1,800,000 options granted, 1,000,000 were issued to Mr. Fraser Buchan, the President and Chief Executive Officer of the Corporation. Mr. Fraser Buchan now holds 1,280,001 common shares 1,280,000 warrants of the Corporation and 1,000,000 options (representing 4.2% of the outstanding common shares of the Corporation or 10.8% assuming the exercise of all of his warrants and options and without giving effect to the exercise of any other convertible securities).

Cautionary Statements

Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Corporation's current belief or assumptions as to the outcome and timing of such future events. Actual future results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the benefits of the Qualifying Transaction and associated transactions will not materialize. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Corporation. Various risk factors that could cause actual results or outcomes to differ materially from the results expressed or implied by forward-looking information include, among other things: conditions imposed by the TSX-V; changes in tax laws, general economic and business conditions; and changes in the regulatory environment. The Corporation cautions the reader that the above list of risk factors is not exhaustive. The forward-looking information contained in this release is made as of the date hereof and the Corporation is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

The TSX-V has in no way passed upon the merits of the Qualifying Transaction and associated transactions and has neither approved nor disapproved of the contents of this press release.

Contact Information

  • Angus Mining (Namibia) Inc.
    Fraser Buchan
    President and CEO
    (416) 640-1933