Ferro Iron Ore Corp Signs Merger And Exchange TORONTO, ONTARIO--(Marketwire - Nov. 6, 2012) - Ferro Iron Ore Corp. (TSX VENTURE:RRO) (the "Company") is pleased to announce that it has reached a definitive agreement, dated October 18, 2012, with the shareholders of Continent Treasure Limited ("CTL") to effect a business combination between the Company and CTL and to obtain a 77.5% interest in Mongolian exploration license No. 14491X (the "Exploration License"). In conjunction with the business combination with CTL, the Company has also reached a definitive agreement, dated October 27, 2012, to obtain the remaining 22.5% interest in the Exploration License through a business combination with Blue Eagle Trading Limited ("Blue Eagle"), (the business combinations with CTL and Blue Eagle together defined as the "Proposed Business Combinations"). The Exploration License covers 6,092.45 hectares of exploration area located in an iron mineralized corridor in Eruu soum, Selenge Aimag, in North Central Mongolia in the heart of a proven mineralization corridor. The corridor is contiguous to the largest operating iron mine (Bold Tumur Eruu Gol Mine) in the country with access to rail, roads, power and water in very close proximity. The corridor is along strike with other significant exploration projects including the Haranga Bayantsogt, Tumur Tolgoi, Khustai and Tumurtei Deposits. The licensed area is roughly 1,000km from steel mills in Northern China and is accessible by the railway, with surplus capacity, running in front of the property. Although the Company awaits completion of a National Instrument 43-101 technical report (the "Technical Report"), two historical diamond drill holes show significant iron intercepts including over 50% Fe over 55.2 metres from 10.8 metres below surface. There is also surface exposure of branded iron skarn in trenching. Given the significant grade and logistics cost advantages, the Company looks to supply inland steel mills in northern China currently utilizing either very high cost domestic ores or expensive imported ores railed hundreds of kilometers from port.
CTL is a British Virgin Islands company that holds a 77.5% shareholding interest in Accuracy Trade Limited ("ATL"), a British Virgin Islands company that owns 100% of Khandgait Mining LLC, a Mongolian legal entity, which, in turn, owns 100% of Khandgait Gol LLC, a Mongolian legal entity that holds the Exploration License. The remaining 22.5% shareholding interest in ATL is owned by Blue Eagle, also a British Virgin Islands company. Under the Policies of the TSX Venture Exchange, the Proposed Business Combinations will represent a Reverse Takeover for the Company and are considered Arm's Length Transactions.
Terms of the Proposed Business Combinations:
Pursuant to the terms of the Proposed Business Combinations and in exchange for all of the issued and outstanding shares of CTL and the 22.5% shareholder interest of ATL currently held by Blue Eagle, the Company will pay $250,000 cash and issue a number of common shares, which, post Financing (as described below), will result in a change of control of the Company. The principal shareholders of CTL are Infinity Eagle Limited, Treasure Carriage Limited, Barlow Lake Limited, and Oceanward Limited, all of which are British Virgin Islands companies.
In connection with the Proposed Business Combinations, the Company intends to complete an equity financing to raise approximately $2.85 million, which will include $1,000,000 from parties related to the shareholders of CTL (the "Financing"). The Financing, subject to regulatory approval, is expected to be completed by issuing approximately 11,400,000 common shares at an intended price of $0.25 per share. Standard fees and commissions are anticipated to be paid in connection with the Financing, and the net proceeds will be used for completion of the Technical Report, a detailed geophysical program, trenching, legal and accounting, plus general and administrative fees to complete this work.
The Company will also issue 2,100,000 common shares as a finder's fee in connection with the Proposed Business Combinations.
Following the Proposed Business Transactions and the Financing, the shareholders of CTL, Blue Eagle, and parties related to the shareholders of CTL who participate in the Financing will own approximately 68.3% of the Company's issued and outstanding common shares.
The Proposed Business Combinations are being supported by Forbes & Manhattan ("F&M"), which is a leading private merchant bank with a global focus on the resource-based sectors and most notably known for its development, operation and subsequent sale of Consolidated Thompson Iron Ore mines. F&M is headquartered in Toronto, Ontario, Canada with offices, operations and assets across the globe including Ulaanbaatar, Mongolia. Neither the Company nor F&M is state owned.
The Proposed Business Combinations are conditional upon, among other things: (i) receiving all necessary regulatory and third party approvals and authorizations; (ii) completion of the Financing; and (iii) delivery by CTL to Ferro of the Technical Report prepared in compliance with National Instrument 43-101 of the Canadian Securities Administrators.