Manor Global Inc.
TSX VENTURE : GGV.H

August 30, 2011 16:31 ET

Manor Announces Update on Qualifying Transaction with Compostela Mining Limited

TORONTO, ONTARIO--(Marketwire - Aug. 30, 2011) -

NOT FOR DISTRIBUTION IN THE UNITED STATES OR THROUGH UNITED STATES WIRE SERVICES.

ALL AMOUNTS IN CANADIAN DOLLARS.

Manor Global Inc. ("Manor") (TSX VENTURE:GGV.H), wishes to provide an update on its proposed qualifying transaction with Compostela Mining Limited ("Compostela") previously announced on February 16, 2011 (the "Proposed Transaction"). The Proposed Transaction is intended to be the Qualifying Transaction of Manor pursuant to Policy 2.4 of the TSX Venture Exchange (the "Exchange").

Manor is pleased to announce the following:
  1. A Filing Statement prepared in accordance with the requirements of the Exchange in connection with the Proposed Transaction has been filed with the Exchange and applicable Canadian securities regulators on SEDAR, and shareholders are encouraged to review the Filing Statement by visiting Manor's profile at www.sedar.com;

  2. As required under National Instrument 43-101 – Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators, an independent amended and restated technical report dated February 1, 2011 entitled "Technical Report on the Exploration Assets of Comval Tribal Resources Corporation in Compostela Valley, Mindanao, Philippines" by Mr. Michael F. Foster, BSc, MAusIIM, of ACA Howe International Limited (the "Technical Report"), is now accessible on Manor's profile on www.sedar.com, a summary of which is available in Manor's Filing Statement;

  3. Manor has received conditional approval from the Exchange to proceed with completing the Proposed Transaction which is anticipated to close on or around September 30, 2011; and

  4. Manor has appointed Mr. Harvey McKenzie, the current Chief Financial Officer of Manor, to act as interim President and Chief Executive Officer of Manor until such time the Proposed Transaction is completed.

A summary of the Proposed Transaction is found below which incorporates certain updates to the Proposed Transaction as previously announced on February 16, 2011:

On February 15, 2011, Compostela and Manor entered into a share exchange agreement (the "Share Exchange Agreement") contemplating the acquisition by Manor of a minimum of 51% and up to 100% of the issued and outstanding shares of Compostela (the "CML Shares"). As consideration therefor, participating shareholders of Compostela will receive two Manor units ("Manor Units") in exchange for each CML Share held. Each Manor Unit consists of one share of Manor and one warrant of Manor, with each such warrant being exercisable into a further share of Manor for a period of 18 months from closing of the Proposed Transaction at an exercise price of CDN$0.10.

On April 11, 2011, CML entered into an engagement letter with Loewen, Ondaatje, McCutcheon Limited, an IIROC and Toronto Stock Exchange member firm, as agent with respect to an exclusive best-efforts private placement of 5,000,000 CML Shares at a price of CDN$0.10 per share for gross proceeds of CDN$500,000 to be completed concurrent with closing of the Proposed Transaction (the "Brokered Financing"). In addition, Compostela intends to raise a further CDN$250,000 in gross proceeds through the issuance of 2,500,000 additional CML Shares in a non-brokered private placement at an issue price of CDN$0.10 per share (together with the Brokered Financing, the "Concurrent Financing").

A total of 35,940,571 CML Shares are presently issued and outstanding. A further 7,500,000 CML Shares are expected to be issued upon completion of the Concurrent Financing. Assuming 100% of the outstanding CML Shares (including those issued in the Concurrent Financing) are exchanged for Manor Units in accordance with the Share Exchange Agreement, shareholders of Compostela will receive a total of 86,881,142 Manor Units, and Compostela will become a wholly-owned subsidiary of Manor. In the event that 51% of the outstanding CML Shares (including those issuable in the Concurrent Financing) – being the minimum tender condition – are exchanged for Manor Units, shareholders of Compostela will receive a total of 44,309,382 Manor Units.

Concurrent with closing, Grafton Resource Investment Limited ("Grafton") has also agreed to provide the resulting issuer with a non-interest bearing line of credit in the principal amount of up to US$1,000,000 to fund the recommended work program described in the Technical Report and other corporate expenses. Repayment of principal under the line of credit may be deferred, at the resulting issuer's option, until no later than 18 months from closing of the Proposed Transaction. Grafton is a publicly-traded resource based investment fund listed on the Irish Stock Exchange.

Reader Advisory

Investors are cautioned that, except as disclosed in the information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed 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.

All Information contained in this press release with respect to Manor was supplied by Manor for inclusion herein.

All Information contained in this press release with respect to Compostela was supplied by Compostela for inclusion herein.

Statements in this press release may contain forward-looking information including, operating costs, administrative costs, acquisitions and dispositions, capital spending, access to credit facilities, income taxes, regulatory changes, and other components of cash flow and earnings. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expects" and similar expressions. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Manor. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

The forward-looking statements contained in this press release are made as of the date of this press release, and Manor does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

Completion of the Proposed 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 Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

THE EXCHANGE HAS IN NO WAY PASSED UPON THE MERITS OF THE PROPOSED TRANSACTION AND HAS NEITHER APPROVED OR DISAPPROVED THE CONTENTS OF THIS PRESS RELEASE. NEITHER THE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS PRESS RELEASE.

Contact Information

  • Manor Global Inc.
    Mr. Harvey McKenzie
    Interim President and Chief Executive Officer
    + 1 416 400 8003

    Compostela Mining Limited
    Mr. Willie McLucas
    President and CEO
    + 44 7881 816 980