Golconda Capital Corp.

June 17, 2010 12:30 ET

Golconda Capital Corp. Announces an Up-Date With Respect to Its Proposed Qualifying Transaction

CALGARY, ALBERTA--(Marketwire - June 17, 2010) -


Golconda Capital Corp. ("Golconda" or the "Corporation") (TSX VENTURE:GDA.P) is pleased to announce that it has entered into an amendment to its previously announced letter of intent dated May 6, 2010 with Angus Mining (Namibia) Ltd. ("Angus"), a private company, and Forsys Metals Corp. ("Forsys"), extending the deadline to complete due diligence and certain other conditions from May 31, 2010 to June 30, 2010, and extending the deadline to enter into definitive agreements from June 30, 2010 to July 30, 2010.

The parties are progressing the drafting and negotiation of definitive agreements pursuant to which a business combination by Golconda and Angus will be effected and Angus will acquire an option to earn a maximum 75% equity interest in the Ondundu Gold Project, located in Namibia, Africa (collectively, such transactions are referred to as the "Qualifying Transaction"). 

The Corporation is also pleased to announce that Angus has completed a non-brokered private placement of 25,400,000 subscription receipts for aggregate gross proceeds of $6,350,000 at a price of $0.25 per subscription receipt. Each such subscription receipt entitles the holder to acquire one common share in the capital of Angus and one common share purchase warrant of Angus exercisable for two years from the date of issuance at an exercise price of $0.35 per common share in the first year and C$0.50 per common share in the second year. $1,600,000 of the gross proceeds raised in the private placement is available to Angus immediately (and nonrefundable), with the $4,750,000 remainder of the gross proceeds to be held by Angus in a segregated bank account to be paid back to subscribers in the event the Qualifying Transaction does not occur by November 30, 2010. The subscription receipts will be automatically exercised for Angus common shares and warrants prior to the completion of the Qualifying Transaction.

Refer to our press release of May 11, 2010 for additional information.

Other Information and Updates

The Corporation's shares are currently listed for trading on the TSX-V. In accordance with TSX-V policy, however, the Corporation's shares are currently halted from trading and will remain halted until such time as determined by the TSX-V, which, depending on the policies of the TSX-V, may not occur until the completion of the Qualifying Transaction.

The Corporation will provide further details in respect of the Qualifying Transaction, in due course by way of press release. However, the Corporation will in due course make available to the TSX-V, all financial information as required by the TSX-V and will provide, in a press release to be disseminated at a later date, summary financial information derived from such

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 may differ materially. In particular, this release contains forward-looking information relating to the intention of the parties to enter into the Business Combination Agreement, Definitive Agreement, the terms and conditions of the Option, completion of the Private Placement and the Amalgamation and the completion of the technical reports, exploration expenditures and the Feasibility Study. 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 Option, Definitive Agreement and Business Combination Agreement being able to obtain the necessary director, shareholder and regulatory approvals (including Namibian government); Exchange policies not changing; completion of satisfactory due diligence; the structure of the Option being the most tax efficient way of completing the Option; no unforeseen circumstances with respect to the technical report that would cause delay while the parties rectified deficiencies. 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 Exchange, the failure to obtain the required directors' and shareholders' approval to the Option; changes in tax laws, general economic and business conditions; and changes in the regulatory regulation. 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 and if applicable pursuant to TSX-V 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 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