SOURCE: Turkpower

November 21, 2011 20:13 ET

TurkPower Corporation to Merge With Producing Junior Manganese Mining Company ACM Corporation

NEW YORK, NY--(Marketwire - Nov 21, 2011) - TurkPower Corporation (OTCBB: TRKP) (the "Company") announced today that is has entered a binding term sheet ("Term Sheet") for a proposed merger with the mining company ACM Corporation ("ACM"). Post Merger ACM Shareholders and management will assume control of the merged entity. ACM owns 100% of its subsidiary Burkina Manganese, S.A., in production with its "Kiere" manganese mine, and 90% of Mali Manganese, S.A., with its "Ansongo" manganese mine, expected to be in production in Q1, 2012. The current mining operations are located in the West African countries of Burkina Faso and Mali.

Manganese, necessary in the production of steel, is considered a strategic metal by developed and developing countries around the world.

The merger will be treated as a recapitalization of TurkPower for financial accounting purposes, in which ACM will be considered the acquirer for accounting purposes, and the historical financial statements of TurkPower before the merger will be replaced with the historical financial statements of ACM before the Merger in all future filings with the Securities and Exchange Commission.

The closing of the acquisition is subject to the completed audit of ACM's financials, which is expected by December 15, 2011. The Term Sheet calls for completion of the merger on or before January 31, 2012, and for ACM's Chairman and CEO, Mr. Louis Slaughter, to take over as Chairman and CEO of TurkPower. ACM will appoint the majority of directors to the Board of Directors which will include TurkPower's existing two directors after completion of the transaction. A majority of the Board of Directors will be independent directors. Once the transaction is completed, Turk Power will be known as ACM Corporation.

"This is an important day for ACM and TurkPower," Mr. Slaughter said. "Over the past four years we have made significant investments to launch two high-grade manganese operations in West Africa, positioning ACM as the next significant manganese producer in the global mining industry. Joining forces now with TurkPower, with its strong shareholder base and financing resources, will allow us to expand and grow our business at a higher pace, increasing shareholder value."

TurkPower Chairman Ryan E. Hart commented: "ACM and its management have built a strong company with a bright outlook of becoming a leading high-grade manganese producer in the future. We're delighted about ACM's decision to join forces with TurkPower and our board of directors, and we look forward growing our company and creating value for our mutual shareholders together."

About ACM Corporation

ACM is a privately held mining company with two high-grade manganese mining operations in West Africa. Its first mine, Kiere, is in production. Its second mine, Ansongo, is expected to be in production Q1 2012.

ACM is controlled by its management and has attracted substantial strategic investments from one of the largest steel producers as well as top manganese trading firms. ACM has several long-term off-take agreements in place with substantial manganese buyers, including agreements with their strategic investors.

About TurkPower Corporation

TurkPower Corporation (OTCBB: TRKP) is an American junior mining company in the process of acquiring 100% ownership of ACM, a privately owned mining company with one producing manganese mine and one near-production manganese project in West Africa. TurkPower also owns a minority interest in an operational iron ore mine in Turkey. TurkPower is currently in the process of evaluating its options and defining its strategy regarding its asset in Turkey, and intends to inform its investors in the near future.

Change of Directors

TurkPower announces that Mr. Aykut Ferah has resigned as CEO, CFO and member of the board of directors of TurkPower with immediate effect as of Tuesday November 15, 2011. TurkPower's board of directors has appointed Mr. Ryan E. Hart as interim CEO and CFO effective as of November 16, 2011, until Mr. Louis Slaughter is appointed Chairman and CEO.

Mr. Richard Schaeffer has resigned as member of the board of directors of TurkPower with immediate effect as of Wednesday November 16, 2011.

Forward-Looking Statements

Certain statements in this news release are forward-looking statements. Words such as "expects", "intends", "plans", "proposes", "may", "could", "should", "anticipates", "estimates", "likely", "possible", "potential", "believes" and words of similar import may identify forward-looking statements. Such statements are based on management's current expectations, estimates and projections about the companies' businesses, are not guarantees of future performance and involve certain risks and uncertainties that are difficult to predict. Actual results could vary materially from the description contained herein due to many factors beyond the control of either of the companies, including, but not limited to, the successful completion of the merger; the combined company's ability to raise the required additional capital to develop its mining assets and to identify other acquisition and/or joint venture opportunities in the mining sector, and to establish the technical and managerial infrastructure necessary to take advantage of, and successfully participate in, such opportunities; future economic conditions; demand for manganese and other minerals or metals the company may seek to extract; political stability; and changes in governmental regulations. Additional information on risks and other factors that may affect the business and financial results of TurkPower and the combined company can be found in filings of TurkPower with the U.S. Securities and Exchange Commission.

Contact Information

  • TurkPower Corporation
    100 Park Avenue
    New York, New York 10017
    T 212-984-0628
    F 212-880-6499