Concordia Resource Corp. Signs Definitive Agreement to Acquire Swala Resources Inc.
VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 10/24/11 -- Concordia Resource Corp. (TSX VENTURE: CCN) ('Concordia') is pleased to announce that, further to its news release dated September 6, 2011, it has signed an arrangement agreement (the 'Agreement') with Swala Resources Inc. ('Swala'), dated October 20, 2011. Under the Agreement Concordia has agreed to acquire all of the issued and outstanding Swala securities pursuant to a plan of arrangement. Swala brings to Concordia an extensive exploration portfolio in the resource endowed regions of Burkina Faso, Gabon, the Democratic Republic of Congo (the 'DRC'), Zimbabwe and Mozambique with a land package totaling over 12,400 km2, as well as an experienced management team and board of directors with extensive expertise in Africa. Completion of the plan of arrangement transaction is expected by December 2011.
Also pursuant to the Agreement Concordia has agreed to fund existing exploration commitments in Burkina Faso so as not to lose valuable dry-season drilling and sampling time. This will be done by subscribing for an unsecured promissory note (the 'Note') of Swala in the principal amount of CDN$2,000,000. While it is hoped that finality of the Arrangement pursuant to shareholder approval will be in December, the Note will have a maturity date of March 30, 2012. All principal and interest owing under the Note will be repaid in full on the Maturity Date by payment in cash or, at the option of Swala, by the issuance of 1,470,558 shares of Swala and warrants to acquire an additional 450,000 Swala shares for two years from the date of issue at a price of $1.93 per Swala share. If Swala terminates the proposed arrangement by accepting a superior proposal, the break fee of $500,000 will be due to Concordia and the Note will be repayable, in cash, within 30 days.
'Signing the arrangement agreement with Swala establishes a solid framework from which we can begin the process of advancing an aggressive drill program in Burkina Faso, where Swala owns 100% of the Kerboule property and is earning up to an 80% joint venture interest on SearchGold's Gueguere property,' stated Edward Flood, CEO of Concordia. 'The focus of the proposed drilling program is to generate a NI 43-101 qualified resource on the Kerboule property while expanding the currently identified mineralization on the Gueguere property. We have worked closely with Swala over the past two months to prepare a strong foundation for creating future shareholder value.'
Commenting on behalf of Swala, Gerard de la Vallee Poussin, Executive Chairman, stated, 'This is the start of a new era for Swala's shareholders. In challenging markets we are fortunate to have found a suitor in Concordia with such enthusiasm for Africa and a belief in our projects and team. Together we have all of the elements of a successful exploration company and this transaction allows the potential of our various projects in Africa to be realized and in particular the Kerboule gold project in Burkina Faso.'
Results from a 22,000-metre drilling program in the 2010/11 dry season are expected to be returned in the coming weeks and for the current drilling season Swala has designed an ambitious program for both the Burkina Faso projects.
In the DRC, Swala now has two joint ventures in place, one with Anglo American plc and the other with an aggressive and well-funded new partner who has pledged to spend $3 million over two years on an initial exploration program. In Gabon the company has a joint venture with AngloGold Ashanti Ltd., whose exploration program is continuing, and in which Swala has an option of participating in the event of discovery. In Zimbabwe, Swala has received the necessary government authorizations and is implementing a pilot program on its tenements with the Zimbabwe Women in Mining Association.
The Transaction
Pursuant to the Agreement, Concordia will acquire each outstanding share of Swala for 1.9 shares of Concordia. Swala currently has 13,617,761 shares issued and outstanding, or committed to be issued, options to acquire 1,339,334 Swala shares with a weighted exercise price of $1.41/share issued or committed to be issued, and warrants to acquire 2,901,135 Swala shares. It is proposed that the outstanding options will be exercised for Swala shares before the transaction completes (the 'Closing'), on a cashless, in-the-money value basis, using the 1:1.9 share exchange ratio. Unexercised options will be cancelled. Following Closing, Concordia will issue options to acquire an aggregate of 2,221,754 shares of Concordia, with an exercise price of $0.70 per share, to members of the Swala team. Each unexercised warrant will be exchanged for 0.5 Concordia warrants, with a weighted average strike price of $0.86.
The Agreement also provides for conditions precedent that are standard for a transaction of this nature, including receipt of all regulatory and TSX Venture Exchange approvals, and approval by Swala's securityholders. Lockup agreements will be entered into with the directors of Swala prior to mailing the information circular to the Swala shareholders, and Swala will make reasonable commercial efforts to obtain additional lockup agreements from holders of Swala securities holding, together with the Swala directors, an aggregate of 30% or more of the issued and outstanding securities of Swala.
The combined company will retain the Concordia name and remain headquartered in Vancouver, Canada. Swala will become a wholly owned subsidiary of Concordia and Swala shareholders will become shareholders of Concordia, holding approximately 30% of the issued and outstanding shares of Concordia post-transaction.
Treeline Project
Concordia also announces that its Nevada subsidiary, Western Energy Development Corp., has entered into an agreement (the 'Assignment Agreement') with Tigris Uranium Corp. ('Tigris') whereby Tigris will acquire Concordia's Treeline project, which includes a sandstone hosted uranium deposit, located in McKinley and Cibola Counties, Grants Uranium District, New Mexico.
The Treeline project consists of a mining lease and certain unpatented mining claims covering approximately 2,000 acres. In consideration for the assignment of the Treeline project, Concordia will receive 200,000 common shares of Tigris. The Assignment Agreement is subject to several conditions precedent, including regulatory approval.
ABOUT CONCORDIA
Concordia Resource Corp. is a junior mining exploration company. The successful acquisition of Swala will add to Concordia's precious metals portfolio, which includes the past-producing La Providencia silver mine in Argentina, and will position the company as a well-financed African explorer with an emphasis on developing gold deposits holding the potential of one million ounces upwards. Members of Swala's team are former Anglo American plc and De Beers executives with extensive experience of operations throughout the African continent. Concordia has its head office and executive management team in Vancouver, Canada; its technical team is based in Reno, Nevada.
About Burkina Faso
Much of West Africa is underlain by the Birimian greenstone belt, one of the most prolific gold-producing areas in the world. Many of the world's major gold companies are active in West Africa, several with producing mines, including: Iamgold Corp., AngloGold Ashanti Ltd., Randgold Resources Ltd., Gold Fields Ltd. and Newmont Mining Corp. Burkina Faso is politically and economically stable and relies on farming and mining as it primary sources of revenue. Burkina Faso saw gold production double from 2008 to 2010 and is currently the fifth largest gold-producing country in Africa. Control Risks, a global consultancy specializing in political, security and integrity risk, ranked Burkina Faso #3 in their 2011 World Risk Survey - countries with least risk. The World Risk Survey asked respondents to rank their perception of risk in the following categories: financial risk, sovereign risk, land access, green tape, land claims, red tape, social risk, infrastructure, civil unrest, natural disasters and labour relations.
On behalf of the Board of Concordia Resource Corp.
R. Edward Flood Chairman
Forward Looking Statements
Certain of the statements made and information contained herein is 'forward-looking information' within the meaning of the Ontario Securities Act, including the receipt of necessary permits to conduct exploration and construction, timing of anticipated exploration program, the number of the holes and meters to be drilled and future plans of the Company. Forward-looking information is subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking information, including, without limitation, risks and uncertainties relating to risks inherent in mining including environmental hazards, industrial accidents, unusual or unexpected geological formations, ground control problems and flooding; risks associated with the estimation of mineral resources and reserves and the geology, grade and continuity of mineral deposits; the possibility that future exploration, development or mining results will not be consistent with the Company's expectations; the potential for and effects of labour disputes or other unanticipated difficulties with or shortages of labour or interruptions in production; actual ore mined varying from estimates of grade, tonnage, dilution and metallurgical and other characteristics; the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses, commodity price fluctuations; uncertain political and economic environments; changes in laws or policies, delays or the inability to obtain necessary governmental permits; and other risks and uncertainties, including those described in each management discussion and analysis. Forward-looking information is in addition based on various assumptions including, without limitation, the expectations and beliefs of management, the assumed long term price of metals; appropriate equipment and sufficient labour and that the political environment where the Company operates will continue to support the development and operation of mining projects. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the forward-looking information. Accordingly, readers are advised not to place undue reliance on forward-looking information.
The TSX-V has neither approved nor disapproved the contents of this press release. Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this press release.
Contacts:
Concordia Resource Corp.
Karl Cahill
VP, Investor Relations
1-858-531-6100
info@concordiaresourcecorp.com
www.concordiaresourcecorp.com