Weifei Capital Inc.
TSX VENTURE : WF.P

September 19, 2011 11:48 ET

Weifei Announces Execution of Amalgamation Agreement and Filing of 43-101 Technical Report on Banlung and Oyadao Properties

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 19, 2011) -

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

WEIFEI CAPITAL INC. (TSX VENTURE:WF.P)(the "Corporation" or "Weifei"), a capital pool company organized under Policy 2.4 of the TSX Venture Exchange, is pleased to announce that it has signed an amalgamation agreement dated September 16, 2011 (the "Amalgamation Agreement") with Prairie Pacific Mining Corp. ("PPMC"), which will form the basis upon which Weifei and PPMC will combine their businesses (the "Amalgamation").

As previously announced by Weifei in its press release dated March 30, 2011, PPMC and Weifei intend to enter into a series of transactions (described below), including the Amalgamation, the Consolidation (defined below) and the Concurrent Financing (defined below) which together (the "Proposed Transaction") will comprise the Qualifying Transaction of Weifei under Policy 2.4 of the TSX Venture Exchange. References in this press release to the "Resulting Issuer" refer to Weifei after completion of the Proposed Transaction.

Prior to the Amalgamation, Weifei will effect a consolidation of its common shares (the "Consolidation") pursuant to which one new share (a "Resulting Issuer Share") will be issued for every 1.75 common shares of Weifei issued and outstanding and will change its name to "Angkor Gold Corp.".

PPMC will then complete the Amalgamation whereby PPMC will amalgamate with Weifei's wholly- owned Alberta subsidiary, 1602343 Alberta Ltd. ("Weifei SubCo"), and all of the securities of PPMC will be exchanged for post-Consolidated securities of Weifei.

After completion of the Consolidation and concurrent with the Amalgamation, the Corporation will complete a private placement (the "Concurrent Financing") of a minimum of 8,000,000 units of the Corporation ("Resulting Issuer Units") ("Minimum Concurrent Financing") and a maximum of 12,000,000 Resulting Issuer Units ("Maximum Concurrent Financing") at a price of $0.25 per Resulting Issuer Unit for total gross proceeds of between $2,000,000 and $3,000,000. Each Resulting Issuer Unit will consist of one Resulting Issuer Share and one half of one warrant. Each whole warrant ("Resulting Issuer Warrant") will entitle the holder thereof to purchase one Resulting Issuer Share at a price of $0.45 per share for a period of 24 months from the date of issue.

Macquarie Private Wealth Inc. will act as Agent, on a commercially reasonable efforts basis, under the Concurrent Financing and will be paid cash commissions equal to 8% of the gross proceeds from the offering (excluding proceeds from President's list subscribers, for which the Agent will be paid cash commissions of 2.5% of such proceeds) and options (the "Agent's Option") to purchase such number of Resulting Issuer Units equal to 8% of the Resulting Issuer Units sold under the offering (excluding Resulting Issuer Units issued to President's list subscribers, for which the Agent will be issued options to purchase such number of Resulting Issuer Units equal to 2.5% of the Resulting Issuer Units sold to such subscribers).

Upon completion of the Proposed Transaction, assuming the completion of the Minimum Concurrent Financing, it is expected that there will be a minimum of 57,518,297 Resulting Issuer Shares, options (including broker options) entitling the holder to purchase a minimum of 914,285 Resulting Issuer Shares and warrants entitling the holder to purchase a minimum of 12,858,716 Resulting Issuer Shares issued and outstanding in the capital of the Resulting Issuer. Assuming the completion of the Maximum Concurrent Financing, it is expected that there will be a maximum of 61,518,297 Resulting Issuer Shares, options (including broker options) entitling the holder to purchase a maximum of 1,674,285 Resulting Issuer Shares and warrants entitling the holder to purchase a maximum of 14,858,716 Resulting Issuer Shares issued and outstanding in the capital of the Resulting Issuer.

The respective obligations of Weifei and PPMC to complete the transactions contemplated by the Amalgamation Agreement are subject to a number of conditions which must be satisfied or waived in order for the Amalgamation to become effective, including approval of the Amalgamation by the shareholders of PPMC and Weifei SubCo, completion of the Concurrent Financing and the receipt of all requisite approvals including board approvals and approval of the TSX Venture Exchange. There is no assurance that these conditions will be satisfied or waived on a timely basis. Unless all of the conditions are satisfied or waived, the Proposed Transaction will not proceed.

Closing of the Proposed Transaction has been scheduled to occur between September 30, 2011 and October 15, 2011.

Weifei has prepared a Filing Statement dated August 29, 2011 with respect to the Proposed Transaction. The Filing Statement has been filed on SEDAR at www.sedar.com. Please refer to the Filing Statement for more information with respect to Weifei, PPMC and the Proposed Transaction.

About PPMC

PPMC is a private mineral exploration company incorporated under the laws of Alberta, with interests in mining assets located in Kingdom of Cambodia. PPMC is not listed on any stock exchange and is not a reporting issuer in any jurisdiction.

PPMC, through its wholly-owned Cambodian subsidiary, Prairie Pacific Mining (Cambodia) Co., Ltd. (PPMC), holds a 90% interest in a joint venture with Liberty Mining International Ltd. ("LMI"), which includes four mining concessions located in the province of Ratanakiri in North-Eastern Cambodia, Banlung, comprising 240 km2, Banlung North, comprising 328 km2, Oyadao, comprising 325 km2, and Oyadao South, comprising 274 km2, for a total of 1167 km2.

Michael Weeks, the president of PPMC, beneficially owns all of the issued and outstanding shares of LMI through his holding company, Interactive Industrial Solutions Inc. ("IISI"). IISI has granted PPMC an option to acquire the remaining 10% interest in the joint venture (the "Remaining Interest") from LMI for the same costs paid by IISI for the Remaining Interest.

Selected Consolidated Financial Information

The following table sets forth selected historical financial information for PPMC for the years ended July 31, 2010 and 2009 and for the nine-month period ended April 30, 2011 and selected balance sheet data as at July 31, 2010 and April 30, 2011, respectively.

Year Ended Year Ended Nine Month Period Ended
July 31, 2010 July 31, 2009 April 30, 2011
(audited ) (audited ) (unaudited )
Total Revenue Nil Nil Nil
Total Expenditures $ 3,067,663 $ 2,959,693 $ 2,634,356
Net income (Loss) $ (2,749,003 ) $ (3,027,308 ) $ (2,927,200 )
Per share (basic) $ (0.42 ) $ (39,102 ) $ (0.33 )
Per share (diluted) $ (0.29 ) $ (1.32 ) $ (0.33 )
Total Assets $ 4,255,314 $ 539,215 $ 6,091,704
Total Long Term Liabilities $ 743,703 Nil Nil
Accounts Payable and $ 240,065 $ 3,931 $ 47,719
Accrued Liabilities
Share Capital $ 7,404,807 $ 8 $ 9,278,088
Retained Earnings (Deficit) $ (5,850,887 ) $ (3,128,122 ) $ (8,837,114 )

The following table sets forth the pro forma share and loan capital of the Resulting Issuer as at April 30, 2011 on a consolidated basis, based on the pro forma consolidated financial statements contained in this Filing Statement, after giving effect to the completion of the Proposed Transaction and all matters ancillary thereto.

Designation of Security Amount authorized or to be Amount outstanding after Amount outstanding after
authorized giving effect to the Proposed giving effect to the Proposed
Transaction (Including Transaction (Including
Consolidation and Minimum Consolidation and Maximum
Concurrent Financing) Concurrent Financing)
Common Shares Unlimited 57,518,297 61,518,297
($15,595,317) ($16,514,144)
Options N/A 914,285 1,674,285
Warrants N/A 12,858,716 14,858,716
Long-Term Debt N/A Nil Nil
Retained Earnings (Deficit) N/A ($9,283,152) ($9,283,152)

Technical Reports

Weifei is also pleased to announce the completion and filing of Technical Reports in respect of PPMC's Banlung and Oyadao properties. The Technical Reports were prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects.

The Technical Report with respect to PPMC's Banlung properties is dated May 30, 2011 and is entitled "Geological Exploration Report of the Banlung Gold Project - Ratanakiri Province, Cambodia".

The Technical Report with respect to PPMC's Oyadao properties is dated June 17, 2011 and is entitled "Geological Exploration Report of the Oyadao Gold Project - Ratanakiri Province, Cambodia".

The author of the Technical Report is Brian Meyer, P.Geol., who is a "qualified person" within the meaning of NI 43-101 and is independent of the Corporation. The Technical Report has been filed on SEDAR at www.sedar.com.

Reader Advisory

Investors are cautioned that, except as disclosed in the information circular or filing statement to be prepared in connection with the Proposed 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 the securities of a capital pool company should be considered highly speculative.

Statements in this press release may contain forward-looking information including, operating costs, administrative costs, acquisitions and dispositions, capital spending, access to credit facilities, income taxes, regulatory changes, and other components of cash flow and earnings. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expects" and similar expressions. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Weifei. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

The forward-looking statements contained in this press release are made as of the date of this press release, and Weifei does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.

Completion of the Proposed 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 Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

The TSX Venture Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.

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 press release.

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