Kincora Copper Limited

Kincora Copper Limited

April 23, 2012 09:00 ET

Kincora Copper Limited Announces Closing of an Agreement to Acquire 100% of the Outstanding Shares in Golden Grouse LLC

VANCOUVER, BRITISH COLUMBIA--(Marketwire - April 23, 2012) - Kincora Copper Limited (TSX VENTURE:KCC) ("Kincora") - Further to its news releases of March 15, 2012 and January 16, 2012, Kincora is please to announce the closing of the transaction (the "Transaction") contemplated by the share exchange agreement (the "Agreement") with Temujin Mining Corp. ("Temujin"), a closely held private company, to acquire 100% of the shares of Golden Grouse LLC ("Golden Grouse"), an indirect wholly-owned subsidiary of Temujin. Golden Grouse is a Mongolian company that holds mineral exploration licenses 15075X and 15076X (the "Properties") adjoining Kincora's Bronze Fox project in Mongolia.

The terms of the Transaction are as follows. In exchange for 100% of the shares of Golden Grouse, Kincora issued to Temujin, a portfolio company of Aberdeen International Inc., an investment corporation and a member of the Forbes & Manhattan Group of Companies, 20 million shares of Kincora. On closing, Temujin retained 1,516,545 Kincora shares and paid by dividend the remaining shares to its shareholders in accordance with their pro rata holdings of Temujin common shares. Upon the discovery within 4 years of closing of the Transaction of a minimum of 1 million ounces of inferred gold resources or gold equivalent (being the value of other metals expressed as gold ounces based on the 3 year trailing average prices of gold and such other metals) classified as "Inferred Mineral Resources", or a higher resource category for the purposes of National Instrument 43-101 - Standards of Disclosure for Mineral Products within the Properties acquired, Kincora will issue a further 15 million shares (the "Bonus Shares") to Temujin. Under the terms of the Agreement, Kincora agrees to spend no less than $2 million on the exploration of the Properties over the next 2 years (the "Minimum Work Commitment"). If Kincora does not complete the Minimum Work Commitment within such 2 year period, it will issue the Bonus Shares to Temujin.

Commenting on today's announcement, Igor Kovarsky, President and CEO of Kincora, said, "We now hold two of Ivanhoe's former high priority target properties in Mongolia, the Bronze Fox and Tourmaline Hills. Kincora now has one of the largest land holdings along the highly prospective copper belt hosting Oyu Tolgoi." Mr. Kovarsky further commented, "Tourmaline Hills is a mid-stage exploration tenement with a number of significant gold targets. Our 2012 exploration and drilling program which starts this week have been adjusted accordingly placing Kincora in a strong position to identify both a significant copper-gold and gold deposit this year."

About Kincora:

Kincora Copper Limited is a mining exploration and development company focused on copper-gold deposits in Mongolia. The company's key assets are targets located in the Bronze Fox and Tourmaline Hills license areas, located in southeast Mongolia located within the Oyu Tolgoi copper belt. Extensive exploration has revealed a significant footprint with extensive copper and gold mineralization. The licenses are located 120km north east of the world class Oyu Tolgoi copper gold project and 250km from the Chinese border.

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 news release.

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