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Alamar Resources set to expand gold assets with Mongolian acquisition

Last updated: 23:47 26 Oct 2010 EDT, First published: 22:47 26 Oct 2010 EDT

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Alamar Resources (ASX: ALG) has entered into a conditional agreement to acquire 100% of MRCMGL LLC (Mongolian Resource Company), a growth-oriented Mongolian based diversified resource company engaged in the acquisition, development and operation of resource properties in Mongolia.

The proposed transaction is conditional on a capital raising of not less than $5,000,000 at $0.25 per share or not less than 80% of the average market price for shares on the 5 days before lodgement of the prospectus.

The agreement is also conditional upon due diligence on MRC and its assets to the sole satisfaction of Alamar and all necessary shareholder and regulatory approvals.

Alamar believes that "the MRC business provides an attractive opportunity to complement the current assets and strategies of Alamar".

Alamar has entered into direct tenement acquisitions and joint ventures to explore for natural resources, namely Gold and other base metals such as Copper and Uranium.

The proposed acquisition strategy of MRC is considered in line with Alamar current strategy. MRC’s major assets include up to 85% interest in the Blue Eyes Gold Project and a 90% interest in the Sujigtei Gold Project.

Other assets included in acquisition are:

- 13 exploration leases and 1 mining lease prospective for alluvial gold
- 1 exploration lease prospective for iron ore (coarse grained skarn hosted magnetite)
- 1 exploration lease prospective for thermal coal
- 240m3/hr IHC alluvial gold plant (not operational)

The company has initiated due diligence on the MRC assets, however due diligence remains ongoing.

The consideration for the acquisition is as follows:

To the Vendors (the shareholders of Mongolian Resources Corporation):

- Alamar will provide an advance of up to US$1,000,000 to continue the development of the Blue Eyes Gold Mine and provide for working capital upon the Company receiving satisfactory security for its advance and Alamar completing a placement to raise A$500,000 through the issue of 3,375,000 shares at 15 cents each (Placement). The Company has received best endeavour commitments from sophisticated investors for the full amount of the proposed placement.
- In the event the agreement to acquire MRC is terminated the advance becomes a loan and is repayable within 90 days accruing interest at the rate of 15%.
- The issue of 50,000,000 fully paid ordinary shares in Alamar upon successful
due diligence, shareholder and ASX and all necessary approvals
- The issue of performance shares convertible into 50,000,000 fully paid ordinary shares in Alamar once a JORC compliant resource on MRC’s projects has reached or exceeded 1,000,000 ounces of gold with at least 300,000 ounces in the Indicated category on or before 3 years from Settlement.

To the Introducers

- The issue of 5,000,000 fully paid ordinary shares in Alamar upon Settlement
Under the terms of the agreement, management changes have been proposed however not yet agreed. It is anticipated that after Settlement Alamar’s board will consist of two existing Alamar directors (with two current directors to resign), two incoming director from MRC, and one independent director.


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