Mundoro Capital Inc.

Mundoro Capital Inc.

August 02, 2011 09:20 ET

Mundoro Announces Strategic Transaction With China National Gold Hong Kong Limited

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Aug. 2, 2011) - Mundoro Capital Inc. (TSX:MUN) ("Mundoro" or the "Company") has entered into a definitive share purchase agreement with China National Gold Group Hong Kong Limited ("CNGHK"), a wholly-owned subsidiary of China National Gold Group Corporation ("CNG"). Pursuant to the share purchase agreement, CNGHK will acquire 95% of the issued and outstanding shares of Mundoro Mining Inc. ("MMI"), the Company's wholly owned subsidiary, for a cash purchase price of CDN$13,800,000, with the Company retaining 5% of the issued and outstanding shares of MMI (the "Strategic Transaction"). MMI has an interest in the Maoling Gold Project ("Maoling") through a Chinese joint venture company, Liaoning Tianli Mining Company Ltd. ("Tianli"), which was formed in 2001 between MMI and Liaoning Aidi Resources Company Limited ("Aidi"), the corporate arm of the Liaoning Geology and Exploration Bureau of Liaoning Province, People's Republic of China. Since 2005, the renewal of the exploration license for Maoling has been deferred pending the renewal of a business license for Tianli. Despite the Company's best efforts, Tianli's business license and exploration license have not been renewed and the Maoling Gold Project remains stalled.

As part of the Strategic Transaction, Mundoro and CNGHK will enter into a Shareholders Agreement governing their ownership of MMI. CNGHK will have operating control of MMI and its board with the goal of advancing the development of the Maoling Gold Project. Upon attaining a mining permit for Maoling, CNGHK can effect a control sale of its position in MMI to a public entity controlled by CNG or any other Purchaser for Fair Market Value, and under these circumstances, Mundoro would have a tag along obligation to sell its 5% in MMI on the same terms and conditions. If the control sale does not meet these conditions, Mundoro does not have a tag along obligation. Both Mundoro and CNGHK have a mutual right of first refusal to purchase the shares in MMI held by the other party if either party desires to transfer the shares it owns to a third party that does not meet control sale conditions.

The Mundoro board of directors has unanimously approved the Strategic Transaction and will recommend that Mundoro shareholders vote "FOR" the resolution to approve the Strategic Transaction at the special meeting of shareholders to be held in October 2011 to consider the Strategic Transaction. Raymond James, Mundoro's independent financial advisor, has provided an opinion to Mundoro's board of directors that the Strategic Transaction is fair, from a financial point of view, to the Mundoro shareholders.

Maoling is a pre-feasibility stage gold deposit located in Liaoning Province, China and has a significant gold resource with 4.8 million gold ounces (161 million tonnes at 0.92 g/t gold) in the Measured and Indicated category and an additional 4.4 million gold ounces (158 million tonnes at 0.9 g/t gold) in the Inferred category. In 2005 a Reserve of 2.8 million ounces (88 million tonnes at 1 g/t gold) in the Probable category was the basis for the Pre-Feasibility Study. The Pre-Feasibility Study for Maoling was completed in June 2005 and demonstrated the economic viability of developing a large-scale open-pit mine for Zone 1 at Maoling. As a result, an integrated technical team of Chinese and Western engineering firms and environmental experts were engaged to complete a feasibility study for Maoling and to optimize the mine and mill design. The companies engaged on the feasibility work were: Golder Associates Pty Ltd. ("Golder"), Ausenco International Pty Ltd. ("Ausenco"), China Nonferrous Engineering and Research Institute, and Beijing General Research Institute of Mining and Metallurgy. Ausenco and Golder provided interim reports for the feasibility study in 2007 and update studies in 2009, however because of the delays in the renewal of Tianli's business license, certain portions of the feasibility study, such as geotechnical drilling for the final pit slope design in Zone 1 and final Chinese cost estimations, could not be finalized.

Since 2005, considerable effort was made to update the earlier understanding of the technical and environmental aspects of Maoling as it relates to the evolving Chinese government mining and environmental regulations. Much of the effort focused on revising the processing plant circuit, the tailings storage facility, the water management for Maoling and environmental related studies. Mundoro's efforts also focused on conveying the economic and environmental merits of Maoling to various levels of the provincial and national levels of government in China and requesting a resolution regarding Tianli's business license and exploration license. At the national level, Mundoro met with the Ministry of Land and Resources and the Ministry of Commerce in Beijing. Mundoro worked with the Canadian Embassy in Beijing and the Canadian government in Ottawa to communicate with Chinese government agencies. Both the Canadian Embassy and the Canadian government raised the issue with their Chinese counterparts in official government meetings. Despite all this effort, Mundoro received several letters from its Chinese joint venture partner, Aidi, suggesting that the parties negotiate to terminate the Maoling Gold Project and liquidate the joint venture company.

President and CEO of Mundoro, Teo Dechev commented, "This Strategic Transaction is the best current available alternative for shareholders of Mundoro to participate in the future development of the Maoling Gold Project. Mundoro's 5% retained interest in MMI is an opportunity for shareholders to attain further value once CNGHK attains a mining permit for Maoling. CNGHK is part of the long established state-owned enterprise, CNG, who is currently the largest gold producer in China and is held by the State-Owned Assets Supervision and Administration Commission of the State Council of China. "

Completion of the Strategic Transaction is subject to a number of conditions, including but not limited to receipt of approval by special resolution from the Company's shareholders and receipt of Toronto Stock Exchange approval. An information circular detailing the Strategic Transaction and voting instructions are expected to be mailed to the Company's shareholders at the end of August 2011 and will also be made available electronically through the Company's website and under the Company's profile on SEDAR at A special meeting of shareholders to approve the Strategic Transaction is expected to occur early October 2011 and assuming Mundoro's shareholders approve the Strategic Transaction and all other conditions are met, the Strategic Transaction is expected to close around mid October 2011.

Raymond James has been retained as Mundoro's financial advisor to provide a fairness opinion on the Strategic Transaction to Mundoro's board of directors. Blake, Cassels & Graydon, LLP and Morrison & Foerster, LLP are Mundoro's Canadian and international counsel, respectively.

On behalf of Mundoro Capital Inc.,

Teo Dechev, Chief Executive Officer and President

About Mundoro Capital Inc.

Mundoro Capital Inc. is a Canadian based company which operates as a mineral exploration, development and investment company. The Company has an interest in the Maoling Gold Project through its wholly owned subsidiary Mundoro Mining. Mundoro has an active project generation program in Mexico where it has been granted title for the Cuencame Property (approximately 43,000 hectares) and has made application for five additional mineral concessions in Durango State. Mundoro is well funded to advance its projects with approximately $9 million in cash and cash equivalents. Mundoro has 38.4 million shares issued and outstanding and 40.6 million shares on a fully diluted basis.

About China National Gold Group Hong Kong Limited

China National Gold Group Hong Kong Limited is a wholly-owned subsidiary of China National Gold Group Corporation ("China National Gold"). China National Gold is a state-owned enterprise, 100% held by the State-Owned Assets Supervision and Administration Commission of the State Council of China. As of December 31, 2009, China National Gold is the largest gold producer in China and has more than 1,280 tonnes of gold reserves, 8 million tonnes of copper reserves and 0.6 million tonnes of molybedenum reserves (Note: Mineral values and classifications are not National Instruments 43-101 compliant).

Investors are encouraged to review 'Risk Factors' associated with the Maoling project as outlined in the Company's prospectus documents and other regulatory filings, available on the SEDAR website at

The statements herein that are not historical facts are forward-looking statements. These statements address future events and conditions and so involve inherent risks and uncertainties, as disclosed under the heading "Risk Factors" in the company's periodic filings with Canadian securities regulators. Actual results could differ from those currently projected. The Company does not assume the obligation to update any forward-looking statement.

The TSX has neither approved nor disapproved of the information contained herein.

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