Wedge Energy International Inc.

Wedge Energy International Inc.

June 20, 2011 15:17 ET

Wedge Enters Into Non-Binding Letter of Intent

OTTAWA, ONTARIO--(Marketwire - June 20, 2011) - Wedge Energy International Inc. ("Wedge" or the "Company") (CNSX:WEG) announced that the Company has entered into a non-binding letter of intent ("LOI") dated June 16, 2011, with respect to a proposed business combination with Undur Tolgoi Minerals, Inc. ("UTMI"), a private company registered in British Columbia. Under the terms of the LOI, the shareholders of UTMI would receive approximately 25 million shares of a newly created class of common shares ("New Shares") of Wedge in exchange for all the securities of UTMI. Through its wholly owned subsidiaries, UTMI owns a 100% interest in Mineral Exploration License Number 8573X (the "License") named "Undur Tolgoi" granted by the Department of Geological Cadastre of the Minerals Resources Authority of Mongolia. The licensed property is situated approximately 100km from Ivanhoe Mines Ltd. "Oyu Tolgoi" copper and gold mine. The License covers approximately 9620 hectares of property and allows for the exploration of all minerals with the exception of uranium, petroleum, gas and water exploration, all in accordance with the mineral laws of Mongolia. A National Instrument 43-101 compliant technical report on the Undur Tolgoi Project dated March 11, 2011 has been completed and delivered to Wedge.

This transaction would constitute a reverse takeover ("RTO") of Wedge by UTMI under the policies of CNSX. The transaction is subject to due diligence by both parties and to completion of a definitive agreement by July 8, 2011.

In addition to due diligence and definitive documentation, the transaction is conditional on receipt of, amongst other things, disinterested approval of Wedge shareholders and all requisite government, regulatory and CNSX approvals. The transaction is also subject to the common shares being consolidated on a 20:1 basis and being exchanged for New Shares as well as the completion of an equity financing of approximately $5,000,000.

There can be no assurance that the transaction will be completed as proposed at all.

Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the 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 securities of Wedge should be considered highly speculative.

The CNSX has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

No sponsor has been retained in connection with the transaction. Wedge and UTMI intend to apply for a waiver from sponsorship based on the financing.

Disclaimer for Forward-Looking Information

Statements containing forward-looking information express, as at the date of this news release, the Company's plans, estimates, forecasts, projections, expectations, or beliefs as to future events or results and are believed to be reasonable based on information currently available to the Company.

Forward-looking statements and information are based on assumptions that financing and personnel will be available when required and on reasonable terms, and all necessary regulatory approvals and shareholder approval will be obtained, none of which are assured and are subject to a number of other risks and uncertainties

There can be no assurance that forward-looking statements will prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements. Readers should not place undue reliance on forward-looking information

Contact Information

  • Don Padgett
    President and Interim CEO
    604 689-1515 ext 104

    Sabino Di Paola
    Chief Financial Officer