Golconda Capital Corp.
TSX VENTURE : GDA.P

September 17, 2010 19:06 ET

Golconda Capital Corp. Announces Receipt of Conditional Approval for Qualifying Transaction and Filing of Filing Statement

CALGARY, ALBERTA--(Marketwire - Sept. 17, 2010) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Golconda Capital Corp. ("Golconda" or the "Corporation") (TSX VENTURE:GDA.P) is pleased to announce that further to the Corporation's press releases dated May 11, 2010, June 17, 2010 and August 11, 2010, the TSX Venture Exchange (the "TSX-V") has conditionally accepted the business combination ("Business Combination") of the Corporation and Angus Mining (Namibia) Ltd. ("Angus") as the "Qualifying Transaction" of the Corporation (as such term is defined in the policies of the TSX-V). The closing of the Qualifying Transaction is anticipated to occur on or about September 24, 2010. 

The Business Combination will be effected by way of a three-cornered amalgamation between Angus and a wholly owned subsidiary of the Corporation, whereby the Corporation will acquire a 100% interest in all the outstanding securities of Angus. It is expected that the Corporation will change its name to Angus Mining (Namibia) Inc. in connection with the Business Combination. 

The Business Combination will result in the Corporation acquiring, through Angus, 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 Omajete 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. (TSX: FSY; FSE: F2T; and NSX: FSY).

The filing statement of the Corporation dated September 16, 2010 (the "Filing Statement"), which describes the terms of the Option, along with the National Instrument 43-101 compliant technical report with respect to the Ondundu Gold Project, have been filed with the TSX-V and applicable securities commissions and are available on SEDAR under the Corporation's profile at www.sedar.com.

Other Information and Updates

The Common Shares are currently listed for trading on the TSX-V and remain subject to a trading halt commenced May 5, 2010 pending the announcement of the proposed Qualifying Transaction. In accordance with TSX-V policy the Common Shares are currently suspended from trading for not completing a Qualifying Transaction within the prescribed time. As such, the Common Shares will remain suspended until the Corporation has received a final TSX-V bulletin relating to the completion of the Qualifying Transaction. 

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 parties will not proceed with the proposed Qualifying Transaction and associated transactions, that the ultimate terms of the proposed Qualifying Transaction and associated transactions will differ from those that currently are contemplated, and that the proposed Qualifying Transaction and associated transactions will not be successfully completed for any reason. 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. The material factors and assumptions include the parties to the Business Combination and agreements thereto being able to obtain the necessary approvals (including Namibian government); TSX-V policies not changing; and the structure of the Option being the most tax efficient way of completing the Option. Other 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.

Completion of the transaction discussed above is subject to a number of conditions, including but not limited to, TSX-V acceptance. There can be no assurance that the transaction will be completed as proposed or at all and investors are cautioned that, except as disclosed in the Filing Statement 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.

Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.

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

Contact Information

  • Golconda Capital Corp.
    Brian E. Bayley
    President, CEO and CFO
    (604) 689-1428