CAU.H China Goldcorp Ltd

Not for distribution to United States newswire services or for release
publication, distribution or dissemination directly, or indirectly, in whole or
in part, in or into the United States. 


China Goldcorp Ltd. (TSX VENTURE:CAU.H) ("China Goldcorp") is pleased to
announce that it has signed a letter of intent dated November 15, 2013 (the
"LOI") with International Explorers & Prospectors Inc., a corporation existing
under the laws of Ontario ("IEP"), which outlines the terms and conditions
pursuant to which China Goldcorp and IEP will complete a transaction that will
result in a reverse take-over of China Goldcorp by the shareholders of IEP (the
"Transaction"). 


The Transaction is subject to requisite regulatory approval, including the
approval of the TSX Venture Exchange (the "TSXV") and standard closing
conditions, including the execution of a definitive agreement (the "Definitive
Agreement"), completion of due diligence investigations to the satisfaction of
each of China Goldcorp and IEP, as well as the conditions described below. The
legal structure for the Transaction will be confirmed after the parties have
considered all applicable tax, securities law and accounting efficiencies,
however, it is currently contemplated that the transaction will be structured as
a securities exchange. 


China Goldcorp is incorporated under the provisions of the Business Corporations
Act (Ontario) with its registered and head office in Toronto, Ontario. It is a
capital pool company and intends for the Transaction to constitute its
"Qualifying Transaction" as such term is defined in the policies of the TSXV.
China Goldcorp is a "reporting issuer" in the provinces of Ontario, British
Columbia and Alberta.  


Since the Transaction is an arm's length transaction, China Goldcorp is not
required to obtain shareholder approval for the Transaction. 


Trading in the common shares of China Goldcorp has been halted. It is unlikely
that the common shares of China Goldcorp will resume trading until the
Transaction is completed and approved by the TSXV.


Conditions to Transaction

Prior to completion of the Transaction (and as conditions of closing): 



--  IEP must complete a private placement (the "Offering") of common shares
    to be issued on a flow-through basis under the Income Tax Act (Canada)
    (the "FT Shares") for minimum gross proceeds of $1,500,000 at an
    anticipated issue price of $0.75 per FT Share. Further details regarding
    the Offering will be included in a subsequent press release once
    additional details become available. 
    
--  The parties will prepare a filing statement in accordance with the rules
    of the TSXV, outlining the terms of the Transaction. 
    
--  IEP will prepare and deliver to China Goldcorp a National Instrument 43-
    101 compliant report (the "Technical Report") in respect of its
    Montclerg exploration property located in the Porcupine and Larder Lake
    mining divisions of northeastern Ontario (the "Montclerg Project"). 
    
--  All requisite regulatory approvals relating to the Transaction,
    including, without limitation, TSXV approval, will have been obtained. 



The Proposed Transaction

Pre-Closing Capitalization of China Goldcorp 

As of the date hereof, China Goldcorp has 6,057,600 common shares outstanding
and options to acquire 600,000 common shares. 


Pre-Closing Capitalization of IEP

Following completion of a proposed share consolidation, as at the closing date
IEP is expected to have 24,884,095 common shares issued and outstanding (prior
to completion of the Offering) and no securities exercisable or exchangeable
for, or convertible into, or other rights to acquire, IEP common shares. 


Terms of the Transaction

China Goldcorp proposes to acquire all of the IEP Shares pursuant to the terms
of the LOI, subject to execution and delivery of the Definitive Agreement. It is
expected that each shareholder of IEP will receive one common share of China
Goldcorp for each IEP common share held resulting in the current shareholders of
China Goldcorp holding approximately 19.6% of the common shares of the combined
entity (the "Resulting Issuer") and the current shareholders of IEP holding
approximately 80.4% of the common shares of the Resulting Issuer upon completion
of the Transaction (prior to giving effect to the Offering). 


About IEP 

IEP has accumulated a portfolio of mineral exploration properties located in
northern Ontario and Quebec. The portfolio includes 530 unpatented mining claims
totalling approximately 29,040 hectares in Ontario and 5,575 hectares in Quebec,
112 patented mining claims in Ontario totalling approximately 2,416 hectares and
326 mineral leases in Ontario totalling approximately 5,216 hectares.  


IEP's material property and primary focus is the Montclerg Project located in
the southeastern part of Clergue Township and adjoining parts of Stock and
Walker townships, approximately 48 kilometres northeast of Timmins. The
Montclerg Project consists of 43 claim units (all but four being contiguous)
covering approximately 691 hectares held as freehold patented lands and staked
claims. The Montclerg Project was first explored in 1938 and during the period
1938-2007 several exploration programs were undertaken comprising 117 drill
holes collared for a total of 22,793 metres. 


The largest shareholder of IEP is Explorers Alliance Inc., which will own
8,751,947 IEP Shares immediately prior to closing of the Transaction and is
expected to own 8,751,947 common shares of the Resulting Issuer upon completion
of the Transaction representing approximately 28.3% of the outstanding common
shares of the Resulting Issuer prior to completion of the Offering (26.6%
assuming completion of the Offering). Mr. Jean-Claude Bonhomme, an Ontario
resident, is the controlling shareholder of Explorers Alliance Inc. Upon
completion of the Transaction, it is expected that Mr. Bonhomme will also
directly own 2,941,723 common shares of the Resulting Issuer representing
approximately 9.5% of the outstanding common shares of the Resulting Issuer
prior to completion of the Offering (8.9% assuming completion of the Offering).
No other shareholder is expected to own 10% or more of the Resulting Issuer
following completion of the Transaction. 


IEP has retained auditors to complete the audit requirements prescribed by the
TSXV and will disclose further details regarding relevant financial information
in a subsequent press release.


Insiders, Officers and Board of Directors of the Resulting Issuer 

Upon completion of the Transaction, it is expected that Charles Beaudry will
serve as President and Peter Colbert will serve as Chief Financial Officer of
the Resulting Issuer. In addition, it is anticipated that the board of directors
of the Resulting Issuer shall be reconstituted to consist of five directors. It
is currently intended that the board will be comprised of: Peter Crossgrove,
Michael Daren, Thor Eaton, Ned Goodman and Charlie Kuo. 


Following completion of the Transaction and the Offering (assuming gross
proceeds of $1.5 million), it is anticipated that only Explorers Alliance Inc.
(26.6%) will exercise direction or control over more than 10% of the issued and
outstanding shares of the Resulting Issuer. 


The following sets outs the names and backgrounds of all persons who are
expected to be considered insiders of the Resulting Issuer. 


Charles Beaudry, M.Sc., P. Geo. - President 

Mr. Beaudry is a seasoned mining executive with over 30 years' experience in
project generation, business development, exploration geochemistry and
international project management. He has been involved in a number of deposit
discoveries during his tenure with Noranda/Falconbridge (now Glencore/Xstrata)
from 1989 to 2006. In 2008-2009 he was General Manager for New Opportunities for
Iamgold where he led the world-wide search for new gold acquisition
opportunities and established a new exploration office in Colombia. From 2010 to
mid-2013 he was founding President and later CEO of Xmet Inc., leading a
seasoned exploration team that outlined an NI 43-101 compliant, 850,000 ounce
gold deposit in the Abitibi greenstone belt of Quebec. 


Peter Colbert - Chief Financial Officer 

Mr. Colbert has extensive operational and financial experience with both private
and public mineral exploration companies having responsibilities including
financial management and reporting. He has been involved in the mineral
exploration industry for over 30 years and has assisted exploration syndicates
and companies to develop and manage exploration programs in Ontario and Quebec.
He also serves on a number of non-for-profit boards in Timmins, including his
present role as Treasurer of the Timmins Symphony Orchestra.


Peter Crossgrove - Director 

Mr. Crossgrove is a Member of the Order of Canada and the Order of Ontario. He
is currently co-Chairman of Detour Gold and the former Chairman and a founder of
Masonite International Corporation. He has been in the mining industry for
almost his entire career and sits on various boards of directors including, Lake
Shore Gold, Pelangio Exploration and Dundee REIT and previously served on the
Board of Barrick Gold and as CEO and Vice Chairman of Placer Dome Inc. He has
also served as a management and volunteer leader in Ontario's health care
sector. He holds a Bachelor of Commerce and MBA and was a Sloan Fellow in the
Doctorate Program at Harvard University.


Thor Eaton - Director 

Mr. Eaton is a highly regarded, well known Canadian businessman and
philanthropist. Mr. Eaton serves as Chairman of Notae Investments Ltd. and the
Eaton Foundation. He has sat on the boards of a number of publicly traded
companies in the mining sector. Mr. Eaton created the Thor E. and Nicole Eaton
Family Charitable Foundation, which contributes to the livelihood of hospitals,
environmental groups and Canadian cultural institutions, such as the Royal
Ontario Museum, St. Michael's Hospital, the National Ballet of Canada and the
Atlantic Salmon Association.


Ned Goodman - Director 

Mr. Goodman has been a leader in the global mining industry for more than four
decades and is widely recognized as one of Canada's most successful investment
counselors. He is the President and CEO of Dundee Corporation, an independent
asset management company focused in the areas of real estate and infrastructure,
energy, resources and agriculture, and President, CEO and Chief Investment
Officer of Ned Goodman Investment Counsel Limited, a portfolio manager. He is
the founder and benefactor of the Goodman Institute of Investment Management, a
graduate school for investment management at Concordia University and the
Goodman School of Mines, which is under development at Laurentian University. He
is also the Chancellor of Brock University in Ontario, Chairman Emeritus of the
Canadian Council of Christians and Jews, a Governor of Junior Achievement of
Canada and a former Director of the Mount Sinai Hospital Foundation. He is also
a founding director of the Roasters Foundation, the Jodamada Foundation and the
Dynamic Fund Foundation.


Charlie Kuo - Director 

Mr. Kuo is a corporate securities lawyer with expertise in corporate finance and
China practice. He was a member of the Securities Law Group of the Toronto
office of Fraser Milner Casgrain LLP (now Dentons LLP) from September 2005 to
October 2009. His transactional experience includes domestic and cross-border
public and private corporate finance transactions representing issuers and
underwriters as well as stock exchange listing applications, corporate
restructuring and M&A transactions. Mr. Kuo has a Bachelor of Commerce degree, a
Bachelor of Common Law degree and a Bachelor of Civil Law degree from McGill
University. 


Sponsorship 

Sponsorship of a qualifying transaction of a capital pool company is required by
the TSXV unless exempt in accordance with TSXV policies. China Goldcorp is
currently reviewing the requirements for sponsorship and may apply for an
exemption from the sponsorship requirements pursuant to the policies of the
TSXV, however, there is no assurance that China Goldcorp will ultimately obtain
this exemption. China Goldcorp intends to include any additional information
regarding sponsorship in a subsequent press release.


Further Information 

All information contained in this news release with respect to China Goldcorp
and IEP was supplied by the parties respectively, for inclusion herein, and each
party and its directors and officers have relied on the other party for any
information concerning the other party.


Completion of the transaction is subject to a number of conditions, including
but not limited to, TSXV acceptance and, if applicable, pursuant to the
requirements of the TSXV, 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.


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.


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release
includes certain "forward-looking statements" under applicable Canadian
securities legislation. Forward-looking statements include, but are not limited
to, statements with respect to: the terms and conditions of the proposed
Transaction; the terms and conditions of the proposed Offering; future
exploration and testing; use of funds; and the business and operations of the
Resulting Issuer after the proposed transaction. Forward-looking statements are
necessarily based upon a number of estimates and assumptions that, while
considered reasonable, are subject to known and unknown risks, uncertainties,
and other factors which may cause the actual results and future events to differ
materially from those expressed or implied by such forward-looking statements.
Such factors include, but are not limited to: general business, economic,
competitive, political and social uncertainties; delay or failure to receive
board, shareholder or regulatory approvals; and the results of current
exploration and testing. There can be no assurance that such statements will
prove to be accurate, as actual results and future events could differ
materially from those anticipated in such statements. Accordingly, readers
should not place undue reliance on forward-looking statements. China Goldcorp
and IEP disclaim any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by law. 


FOR FURTHER INFORMATION PLEASE CONTACT: 
For further information regarding the Transaction,
please contact:
Maurice Colson
China Goldcorp Inc.
Facsimile: 416-947-6046


Lionel Bonhomme
International Explorers & Prospectors Inc.
E-mail: bonhomme@vianet.ca

China Goldcorp (TSXV:CAU.H)
Historical Stock Chart
From Apr 2024 to May 2024

China Goldcorp (TSXV:CAU.H)
Historical Stock Chart
From May 2023 to May 2024