Wangton Capital Corp.

July 24, 2012 10:00 ET

Wangton Capital Corp. Announces Proposed Qualifying Transaction

CALGARY, ALBERTA--(Marketwire - July 24, 2012) - Wangton Capital Corp. (the "Corporation"), a capital pool company, announces that it has entered into a letter of intent ("Letter of Intent") dated July 9, 2012 with ASAD MUH.MUT.iNS.MAD.SAN.LTD STi ("Asad") with respect to the proposed acquisition of all of the issued and outstanding shares of Asad.

About Asad:

Asad is the owner of two chrome licenses pursuant to which it operates a producing chrome mine (the "Adiyaman Gerger Chrome Mine") in the Adiyaman province in Turkey.

Asad was incorporated under the laws of Turkey on September 7, 2009, and has an office at Ataşehir Mah. Maltya Cad. Nur Apt. No. 49/1D:2 Merkez-Elazig/Turkey.

Since incorporation, the only business carried on by Asad has been its operations in relation to the Adiyaman Gerger Chrome Mine.

The controlling shareholders of Asad are Remzi OKDEMíR and Ayşe Nacar YILMAZ.

Terms of the Consolidation, Proposed Transaction and Financing:

The Letter of Intent contemplates that the Corporation will, subject to acceptance by the TSX Venture Exchange (the "Exchange") and meeting other regulatory requirements, purchase, through a wholly-owned Turkish subsidiary, 100% of the issued shares of Asad (the "Acquisition") for a purchase price of Cdn.$4,500,000 to be paid by the issuance of units on the same terms as the Corporation's proposed financing referred to below. It is intended that he Acquisition will constitute the Qualifying Transaction of the Corporation in accordance with Policy 2.4 of the Exchange.

The Letter of Intent also contemplates that the Corporation proposes to: (i) consolidate its issued and outstanding Common Shares on the basis of every five Common Shares of the Corproation being consolidated into one Common Share (each a "Consolidated Share"), which Consolidation was approved by the shareholders of the Corporation at its annual and special meeting of shareholders held June 13, 2012; and (ii) raise, concurrently with the closing of the Acquisition, up to Cdn.$2,500,000 (the "Financing") by way of brokered and non-brokered private placements of units at a price of Cdn.$0.40 per unit (a "Unit"). Each Unit is to consist of one Consolidated Share and one full warrant to purchase one Consolidated Share at an exercise price of Cdn.$0.75 per share for an exercise period of 24 months from the date of closing of the Financing. The net proceeds of the Financing will be used to evaluate the condition of existing mine workings and to advance exploration along strike where mineralization has been documented at surface and for working capital.

The transactions contemplated in the Letter of Intent are subject to, among other things, the following conditions:

  1. completion of satisfactory due diligence by the Corporation and Asad by August 31, 2012 or such later date as the Corporation and Asad may agree upon;
  2. entering into of a defintiive agreement (the "Definitive Agreement");
  3. meeting all regulatory requirements, including acceptance by the Exchange and meeting all conditions of the Definitive Agreement; and
  4. completion of the Qualifying Transaction and closing of the Financing by not later than November 30, 2012, or such later date as the Corporation and Asad may agree upon.

The Corporation will be required to engage a Sponsor in relation to the proposed Qualifying Transaction. The name of the Sponsor and the details of the Sponsorship will be announced in a further press release.

A finder's fee, payable in Consolidated Shares, in the maximum amount allowed by the policies of the Exchange will be paid to Valor Invest Limited which is at arm's length to the Corporation.

The proposed Qualifying Transaction will be at arm's length, and accordingly, will not require approval by the majority of the minority shareholders of the Corporation; however, detailed information on the Qualifying Transaction, Asad and the Resulting Issuer (as defined in the Exchange policies) will be included in a Filing Statement to be filed on SEDAR.

A National Instrument 43-101 technical report (the "43-101 Report") in relation to the Adiyaman Gerger Chrome Mine is being prepared.

Further information, including the results of the 43-101 Report, financial information relating to Asad and information relating to the directors, officers and other insiders of the Resulting Issuer, will be provided in a subsequent press release.

Trading in the shares of the Corporation will be halted until such time as the Qualifying Transaction is completed.

Upon completion of the Qualifying Transaction, the Corporation will be classified as a mining issuer on the Exchange.

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 management 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.

"This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available."

Statements in this press release contain forward-looking information within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "contemplates", "intends", "plan", "expect", "project", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. In particular, forward-looking information in this press release includes, without limitation, statements with respect to: the entering into of a Definitive Agreement and completion of the Financing. Readers are cautioned that assumptions used in the preparation of forward-looking information may prove to be incorrect. Although the Corporation believes that the expectations reflected in the forward-looking information is reasonable, there can be no assurance that such expectations will prove to be correct. The Corporation cannot guarantee future results, level of activity, or performance of achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors (many of which are beyond the control of the Corporation) that could cause actual events or results to differ materially from those anticipated in the forward- looking information. Some of the risks and other factors could cause results to differ materially from those expressed in the forward-looking information include, but are not limited to, risks that the parties will not enter into the Definitive Agreement or the terms of the Definitive Agreement will differ than those contained in the Letter of Intent; risks that required regulatory approvals are not obtained; risks that other conditions to the completion of the Acquisition or Financing are not satisfied; risks associated with the mining industry; risks of foreign operations; and risks of general economic conditions in Turkey, Canada and globally. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

The forward-looking information contained in this news release is expressly qualified by this cautionary statement. The Corporation undertakes no obligation to update or revise any forward-looking statements to conform such information to actual results or to changes in its expectations except as otherwise required by Exchange Requirements and applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

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 RELEASE.

Contact Information

  • Wangton Capital Corp.
    Johnny Y. K. Pak
    President and Chief Executive Officer
    (403) 803-0680