Manor Global Inc.
TSX VENTURE : GGV.H

February 16, 2011 12:57 ET

Manor Global Inc. Announces Details of Qualifying Transaction With Compostela Mining Limited

TORONTO, ONTARIO--(Marketwire - Feb. 16, 2011) - The Board of Manor Global Inc. (TSX VENTURE:GGV.H) ("Manor" or the Corporation") is pleased to announce its proposed qualifying transaction with Compostela Mining Limited ("Compostela" or "the Company"). Manor has agreed terms in a definitive share exchange agreement dated February 15, 2011 ("Share Exchange Agreement") to acquire a minimum of 51% and up to 100% of the outstanding securities of Compostela, a company incorporated in the Isle of Man, in exchange for equivalent securities of Manor (the "Qualifying Transaction"). Holders of over 51% of the outstanding Compostela share capital have already signed irrevocable undertakings to accept the offer. The transaction will constitute the Corporation's qualifying transaction under the policies of the TSX Venture Exchange (the "Exchange"). The parties to the Qualifying Transaction are arm's length.

About Manor

Manor is a capital pool company, which was first listed on the Exchange on 19 August 2005. The Corporation has 14,078,140 shares on issue following the completion today of a non-brokered private placement of 7 million shares at 5 cents per share for gross proceeds of $350,000 (the "Private Placement"). The proceeds from the Private Placement will be used for general working capital purposes and costs relating to the Qualifying Transaction. Manor will pay no finders fees with respect to the Private Placement. The Private Placement is subject to the approval of the NEX. Manor's shares are currently listed on the NEX, and Manor will apply to list the shares on Tier 2 of the Exchange on completion of the Qualifying Transaction.

Terms of the offer

Manor proposes to issue two units ("Units") at a deemed price of 5 cents per Unit in exchange for each of the outstanding common shares of Compostela. Each Unit consists of one common share and one warrant, each warrant being exercisable over an 18 month period from closing at a price of 10 cents. In addition Manor intends to acquire a $1.15 million loan note issued by Compostela to Grafton Resource Investment Limited ("Grafton") in exchange for 23 million Units. Grafton is a publicly-traded resource based investment fund, listed on the Dublin Stock Exchange. Compostela has agreed to use commercially reasonable efforts to convert other sundry debts (in the aggregate principal amount of up to $350,000) into Manor Units on the same terms as the equity offer. Manor provided an initial $25,000 advance to Compostela upon signing of the Share Exchange Agreement and intends to provide a further $200,000 of funding to Compostela in the form of a demand loan as soon as reasonably practicable following approval of such $200,000 loan by the Exchange. The $225,000 advance will be used to cover the costs of the Qualifying Transaction and for general corporate purposes.

About Compostela

Compostela has a total of 34,940,571 shares on issue at the present time, which will result in the issue of 69,881,142 new shares of Manor and the same number of attaching warrants assuming 100% acceptance of the offer, and a further 30,000,000 Manor shares and 30,000,000 Manor warrants assuming the conversion of $1.5 million of Compostela debt into Manor units as noted above.

Compostela can, through its 40% owned Filipino subsidiary, Comval Tribal Resources Corporation ("CTRC") acquire up to a 70% net profit interest in two properties adjoining the Mt Diwalwal gold deposit on the south-eastern island of Mindanao, one of the most prolific gold producing regions in the Philippines.

Compostela is an Isle of Man registered company and was incorporated on June 5, 2008. It holds a 40% interest in and has the option to acquire a further 50% equity interest in CTRC, which, in turn, has a Financial and Technical Management Agreement ("FTMA") with the indigenous owners of the subject mineral properties. The Company has the right to increase its equity in CTRC to 90% via an option agreement with MiningQuest Inc., ("MQI") a wholly Filipino controlled company. MQI currently holds 60% of CTRC over which Compostela has an option to acquire an additional 50%, subject to the exercise of the option and meeting the requirements of the 60% : 40% foreign ownership rules in force in the Philippines.

An Operating Agreement ("OA") covering a total area of 950 ha within the 8100 Mineral Reserve was signed on June 17th, 2009 between the local Indigenous Peoples ("IPs") who are signatories to the Tribal Cultural Ancestral Domain Title ("CADT") through their cooperative the Upper Ulip Tribal Emancipating Cooperative ("UUTEC") representing the combined Manobo, Dibabawon, Mangguanan, & Mandaya Tribes and the Philippine Mining Development Corporation ("PMDC"). The OA covers and describes Tribal Mining Areas ("TRIMA") TRIMA 1 (284 hectares) and TRIMA 2 (666 hectares) and requires the IPs, or their partner, to commence immediate work on the two areas and is valid for a period of 10 years which may be extended by mutual agreement.

CTRC is designated as the manager of the project and entitled to earn a 70% interest in the net profit from any commercial production, after reimbursement of all approved operating expenses, including its direct investment in the project, by providing the financial and technical management to bring the project to production.

As reflected in the audited financial statements of Compostela as at and for the year ended June 30, 2010, the company had total assets of $12,012,205, a positive working capital balance of $2,788,395, total liabilities of $406,777, shareholder equity of $11,605,428, and a net operating profit (loss) of ($843,037).

According to reports of the PMDC and other regional sources , Diwalwal is the location of one of the largest epithermal vein gold deposits discovered in the twentieth century and is located on the eastern edge of the CADT. It was discovered by a Manobo-Debabawon Tribesman, Datu Camilo Banad, in 1983. A significant but largely unquantified amount of gold, estimated to be in excess of 12 million troy ounces, has been extracted from this vein system over the past 25 years, predominantly by illegal small scale miners up until 2002. This gold was mined from within a 729 hectare small-scale mining reserve around Diwalwal created by Administrative Order 66 (AO 66) by the Department of Energy and Natural Resources (DENR) in 1991, but cancelled by the Supreme Court in December 2009. TRIMA 1, of 284 hectares lies contiguous to the west of the 729 hectare reserve.

Further information regarding the operation in the Philippines can be viewed at: www.comvaltribal.com

The closing of the Qualifying Transaction with Compostela is subject to a number of conditions, including, but not limited to the following:

  1. completion or waiver of sponsorship;
  2. receipt of all required regulatory approvals, including the approval of the Exchange;
  3. completion of all due diligence reviews; and
  4. receipt of all director and shareholder approvals as may be required under applicable laws or regulatory policies.

Proposed Management and Directors

Robert Schafer - Chairman

Bob Schafer is currently a Director of Manor and will be appointed Chairman of the resulting issuer at closing of the Qualifying Transaction. He has 29 years of experience in the mineral industry, working in the international sector with both major and junior mining companies. He is currently Vice-President, Business Development with Hunter Dickinson Inc., a globally active private natural resources corporation. Throughout his career he has worked internationally, with notable experience in the far east of Russia, Southern Africa, South America, the Philippines and Australia. His work has included the structuring and implementation of successful exploration strategies, project reviews and valuations leading to acquisitions, and the management of local and expatriate exploration teams operating in a wide variety of geologic environments.

William McLucas – Proposed President and CEO

Willie McLucas is currently the President and CEO of Compostela. After a career in stock broking and fund management he became a mining financier; with over thirty years experience in all aspects of mining, from exploration and development, through to large scale operational management in both open cast and underground mining operations. He has served as a Director of listed public companies in the Australia, Bolivia, Canada, Kazakhstan, Russia, South Africa and the UK. His previous experience in the Philippines includes the successful acquisition of the Masbate gold deposit in 1999. His corporate experience includes operations in coal, base metals and gold.

Harvey McKenzie – Director and Chief Financial Officer

Harvey McKenzie is a Chartered Accountant and is currently a Director of Manor. He has served on the Boards of several junior Canadian Natural Resource companies for over a decade. Prior thereto, he was in the financial services sector; he served as Director of Information Services of Ernst & Young, Chartered Accountants, in Toronto. From 1977 to 1983, he provided Controller functions for various financial institutions. From 1970 to 1977, he served as Auditor of PricewaterhouseCoopers, Chartered Accountants. He obtained his Diploma in Alternate Dispute Resolution from the University of Toronto, in 2001. In 1973, he obtained his C.A. from the Institute of Chartered Accountants of Ontario and his B.Sc. (Hons.) in Mathematics, from the University of Toronto in 1970.

David Cather, Proposed Director

Graduated from the Royal School of Mines, Imperial College, London in 1981 as a mining engineer. Extensive experience gained in the development and management of a wide range of resource projects, principally with Anglo American/De Beers. Formerly Technical Director of Anglo American's Industrial Minerals Division which included responsibilities for Tarmac (construction materials in 13 countries) and fertiliser operations in UK (Cleveland Potash) and Brazil (Copebras). Chartered Engineer. Member of IoM3 and FIQ. Currently a Director of Compostela. Director and Interim CEO of Universal Gold Mining Corporation, an emerging exploration and gold producer with its initial asset in Columbia. Retained mining consultant to Grafton Resource Investment Limited, a publicly-traded resource based investment fund headquartered in London and listed on the Dublin Stock Exchange.

Charles de Chezelles, Proposed Director

Charles de Chezelles is a seasoned executive in the global resource sector and is currently Managing Director of Omega Trust Company Limited in London England. He recently retired as Chairman of the Board of Directors of Cambrian Mining PLC, now a part of Western Canadian Coal. Mr. de Chezelles has been a director of several natural resource companies throughout his career, including a directorship in a private oil and gas company with projects in the Kyrgyz Republic. He is currently a director of Compostela. He also has an extensive financial background holding previous positions as Executive Director, Credit Suisse-First Boston, in London; General Manager, Banco Real S.A. in London; Director, First Boston Europe, in London; and Vice President, The First Boston Corporation, New York.

Qualified Person

Michael F. Foster, BSc, MAusIMM is the qualified person who has reviewed the geological data summarized in this news release on behalf of the Company. He is a Senior Associate Geologist of ACA Howe International Limited. Mr. Foster graduated with a Bachelor of Science degree in geology from the University of Tasmania in 1964. He is a Member of the Australasian Institute of Mining and Metallurgy. Mr Foster has worked as a geologist for a total of 47 years since graduation. He spent the major part of his career in Australia. He has more than 10 years experience in the Philippines in the exploration for, and assessment of, gold and gold-copper and polymetallic mineralisation, chromite and industrial minerals. During this time he has been based in that country. Since becoming an associate of ACA Howe in 2007, he has reported on a copper gold porphyry deposit in the Philippines Cordillera and supervised a grass roots exploration programme on an active tungsten mine in northern Thailand. By reason of his education, affiliation with a professional association as defined in NI 43-101 and past relevant work experience, he fulfills the requirements to be a qualified person (QP) for the purposes of NI 43-101.

ON BEHALF OF THE BOARD

Harvey McKenzie, Director

Caution Concerning Forward-Looking Statements

Some statements in this press release contain forward-looking information within the meaning of applicable Canadian securities legislation. These statements include, but are not limited to, statements with respect to the entering into of agreements, the closing of transactions and the expenditure of funds. These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by the statements. Such factors include, among others, the timing of transactions, the ability to fulfill certain conditions, the ability to raise funds, general business, economic, competitive and political uncertainties and the timing and amount of expenditures. Neither the Corporation, nor Compostela undertakes to update any forward-looking information, except in accordance with applicable securities laws.

All information contained in this news release with respect to Manor and Compostela was supplied by Manor and Compostela, respectively, for inclusion herein, and Manor and its directors and officers have relied on Compostela for any information concerning it.

Completion of the 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 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 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 transaction and has neither approved nor disapproved the contents of this press release.

Contact Information

  • Manor Global Inc.
    Mr. Harvey McKenzie
    Director
    + 1 416 400 8003
    or
    Compostela Mining Limited
    Mr. Willie McLucas
    President and CEO
    + 44 7881 816 980