15th Apr 2011 07:00
15 April 2011
Origo Partners enters into conditional agreement with Brazilian Diamonds Limited regarding Kincora Group
Origo Partners Plc ("Origo" or "the Company") is pleased to announce that it has entered into a conditional agreement with Brazilian Diamonds Limited ("BZD"), a Toronto-listed company focused on the exploration and development of prospective mineral properties, in relation to the acquisition of Origo's interest in Kincora Group Limited ("Kincora").
Kincora, a BVI-registered copper and gold exploration company focused on Mongolia, owns a 100 per cent interest in the Bronze Fox copper-gold prospect ("Bronze Fox") through a wholly-owned Mongolian subsidiary.
In September 2010, Origo acquired a 25 per cent equity stake in Kincora for a total consideration of US$3 million, together with an exclusive option exercisable prior to June 30, 2011, to increase its shareholding to 75 per cent for an additional consideration of US$12 million (the "Option"). In March 2011, Origo and its affiliates agreed to lend Kincora up to US$1.5 million, US$500,000 of which has been disbursed to date (the "Loan"). At the request of the lenders of the Loan, all amounts outstanding under the Loan shall be retained by Kincora as partial payment for the Option.
Under the terms of the transaction, BZD will acquire Origo's 25 per cent equity stake, the Loan and the Option in consideration for Origo being issued with shares representing an equity interest of between 31 per cent and 35 per cent of the fully diluted share capital of BZD. In consideration for disbursing the remaining amounts outstanding under the Loan Origo's affiliates will be issued with an equity interest in BZD of between 9 per cent and 10 per cent. The exact equity interest percentages will be determined according to the amount of capital raised by BZD in conjunction with the acquisition. Furthermore, BZD will provide the funding required to exercise the Option, of which no less than US$4.5 million will be dedicated to the exploration of Bronze Fox. The Option will be immediately exercised upon completion of the agreement whereupon BZD will hold a 75 per cent equity stake in Kincora.
The transaction constitutes a reverse takeover under the rules of the Toronto Stock Exchange Venture Exchange and is subject to a number of conditions including TSX Venture Exchange acceptance, BZD shareholder approval, and BZD raising a minimum of US$10 million and a maximum of US$15 million via a private placing, the terms of which will be agreed between Origo and BZD. Subject to the successful closing of the transaction, two Origo nominees will be appointed to the Board of BZD together with an independent director jointly appointed by BZD and Origo.
Commenting on today's announcement, Chris Rynning, CEO of Origo said:
"We believe this proposed transaction will enable Kincora to establish itself as a first tier copper and gold explorer and consolidator in Mongolia, with Bronze Fox as its flagship project. Bronze Fox is an advanced exploration project where the initial exploration focus remains on a known and large copper-gold feature at the surface. The license is over 22,000 hectares and features numerous highly prospective target zones."
For further information about Origo please visit www.origoplc.com or contact:
Origo Partners plc Chris Rynning Niklas Ponnert
|
+86 1390 124 6417
+86 1351 106 1672 |
Nominated Adviser and Broker Liberum Capital Limited Simon Atkinson/ Richard Bootle
| +44 (0)20 3100 2222 |
Public Relations: Aura Financial Andy Mills / Nina Legge/ Mike Bartlett | +44 (0)20 7321 0000 |
Notes to editors:
Origo Partners:
Origo is an AIM-listed private equity investor and strategic consultancy business which provides its shareholders with exposure to China-linked investment opportunities.
Origo has a significant portfolio of investments in a range of industrial sectors, including metals and mining, agriculture, renewable energy/clean tech and technology, telecom and media.
Origo invests directly in high growth Chinese companies as well as in companies based around the world with significant exposure to Chinese export markets.
Bronze Fox
The Bronze Fox Project is located approximately 140km to the northeast of the world-class Oyu-Tolgoi copper/gold project. The project sits within a 14km long, northwest oriented corridor of alteration and mineralisation which is associated with two monzodiorite-granodiorite intrusive centers, one of which lies in the license area ("Bronze Fox Intrusive Complex"). Mineralisation has been observed in rock chip samples in a zone stretching 50km to the north. The Tsagaan Survarga copper deposit lies approximately 40 km to the southeast.
The license has been subject to a significant amount of exploration. The license was initially explored by Soviet Union geologists and Mongolian prospectors; the project was then explored by Ivanhoe Mines Ltd. in the early 2000's. Ivanhoe Mines Ltd. focused on the Bronze Fox Intrusive Complex and carried out mapping, stream sediment, soil and rock chip sampling, magnetic and induced polarisation (IP) geophysical surveys, and drilling of selective targets.
The Bronze Fox Project is between an early and advanced stage of exploration and additional work is required to gauge the extent of economic mineralisation on the license area, in particular first pass resource estimation needs to be completed.
Mr. Warren Woodhouse of Micromine Pty Ltd. is the Qualified Person who prepared the information that forms the basis for the scientific and technical information contained in this news release. Mr. Woodhouse is independent of Origo, Kincora and BZD.
Related Shares:
OPP.L