The Mosaic Company press release
Selinsing Gold Project Acquisition - Update Report
NYSE - New York Stock Exchange · United States
VANCOUVER, Sept. 12 /CNW/ - Moncoa Corporation (TSX-V: MON) is pleased to provide an update of its proposed reverse takeover ("RTO") of the Selinsing Gold Project located in Pahang State, Malaysia. Pursuant to an Agreement dated June 30, 2006, as amended, Moncoa, through its wholly-owned Malaysian subsidiary, Polar Potential Sdn. Bhd. ("Polar"), proposes to purchase a 51% interest in Mining Concession 1/113 Sub-Lease and a 100% interest in Mining Concession 1/124 Sub-Lease, excluding a 49% interest in the tailings and mined ore situated on MC 1/124. The consideration for the purchase is $2,250,000 and the issuance of a sufficient number of Moncoa shares so that the vendors will have approximately 50% of the outstanding shares of Moncoa on closing. The transaction, which is to close not later than October 31, 2006, is subject to approval by Moncoa shareholders, acceptance by the TSX Venture Exchange (the "Exchange"), and Moncoa raising on before the closing a minimum of $3,150,000 and a maximum of $5,500,000. In the event Moncoa succeeds in raising only $3,150,000, the vendor, Able Return Sdn. Bhd. ("Able"), has agreed to defer the payment of $1,000,000 until a date, which is not later than three months after commercial production is achieved in respect to the Selinsing Gold Project. If Moncoa fails to raise $5,500,000, Moncoa shall have nine months following the closing of the RTO to raise the shortfall. For every share issued in respect to this subsequent financing, Moncoa will issue one additional share to Able, provided that, in any event, Able shall receive in the aggregate an additional 5,000,000 shares of Moncoa at the end of the nine-month period. Able is the Trustee of the Wira Mas Unit Trust established under the laws of Malaysia, which, in turn, is the owner of all of the shares of Selinsing Mining Sdn. Bhd. ("Selinsing"). Able, Selinsing and Polar entered into a Joint Venture Agreement for the development of the Selinsing Gold Project, pursuant to which Polar will have a 51% interest and Able a 49% interest, subject to Moncoa being responsible for raising the estimated production financing of US$12,000,000. Attached to and forming part of this news release is a Memorandum prepared by Snowden Mining Industry Consultants Pty Ltd ("Snowden") dated August 22, 2006. Snowden was retained by Moncoa to complete a targeted program of reverse circulation drilling to validate the historical reverse circulation drilled data that tests the Selinsing Gold Project. In June of 2006, Snowden had previously prepared a National Instrument 43-101 Report in respect to the Selinsing Gold Project, which Report is available on www.sedar.com. An updated independent Technical Report in respect to the resource estimate prepared by Snowden will be filed on Sedar shortly. Snowden have recommended that, at a cost of approximately $150,000, the existing pre-feasibility study be reviewed and upgraded to determine the feasibility of placing the project into production. This study would optimize the resource, develop a mine plan, and determine the project viability. It would also identify capital requirements of a planned approximately 400,000 tpa treatment plant and mine development program. It is estimated that project funding would be in the order of US$12,000,000.
Concurrently with the RTO, Moncoa shareholders will be requested to:
<< 1. Approve the consolidation of Moncoa's shares on a one-new for two-old share basis, to be effective prior to closing the RTO and the concurrent acquisition financing, together with a change of name of Moncoa to Monument Mining Limited.
2. Approve the sale of Moncoa's existing subsidiaries, Moncoa Medical Research Inc. and ClinMed Research Centers Inc. to Douglas Keller, the former President of Moncoa, in consideration of the assignment of all of Moncoa's debt due to Mr. Keller, being approximately $1,105,000, to the subsidiaries. Moncoa Medical has carried on business as a contract research organization providing project management, monitoring, data management, and statistical analysis for client companies in the pharmaceutical and biomedical industry. ClinMed provided site management organization services for contracted physicians. During Moncoa's 2004 and 2005 fiscal years, companies in the biomedical and pharmaceutical business significantly reduced their contracting out of research and clinical trials. As a result, Moncoa's gross revenues declined from a high of $2,950,000 in the fiscal year ending August 31, 2001 to $169,000 for the fiscal year ending February 28, 2006.
3. Approve a 10% Rolling Stock Option Plan. A meeting of Moncoa shareholders is scheduled for October 25, 2006 to seek approval to the RTO and related matters.
At the closing of the RTO, Able will own approximately 50% of the outstanding shares of Moncoa. Able advises that it is widely held and that no individual owns or controls more than 10% of Able.
At the closing of the RTO, the principals of Moncoa shall be:
Robert Baldock., President, CEO and Director - 25 years finance experience with public company board roles, raising equity and project funding and directing project development. Experienced Mining Executive, Chair, President and CEO.
Carl E. Nissen, Director - 20 years EPC design, estimate and project management with major mining construction company. Over 10 years as mine, mill and smelter maintenance manager with major Canadian mining company.
Zaidi Harun, Director and Vice President of Exploration, would hold approximately a 10% interest in Able and will, therefore, have an indirect interest of approximately 5% in Moncoa. Mr. Harun has had 15 years international mining industry field and mine geological experience with 8 years of that time working on the Selinsing Project site in Malaysia.
Adam Bradley, Director - Senior Metallurgical consultant with 12 years experience in mine supervision with major international mining company.
Patrick Soares, Director - Geologist with 22 years experience in the gold mining industry including 12 years as mine geologist and relevant experience in industry Investor Relation roles.
Cathy Zhai - CFO and Company Corporate Secretary.
Gerald Ruth - Capital Markets and Financial Adviser - 16 years with the Toronto Stock Exchange including 6 years as Head of Listings, experienced public company Director, with corporate finance, merger and acquisition and corporate governance experience. >>
Haywood Securities Inc., subject to completion of satisfactory due diligence, has agreed to act as sponsor to Moncoa in connection with the transaction and agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion. Haywood would receive 500,000 post-consolidation shares on closing. It is contemplated that the acquisition financing will consist of a units offering at $0.50 per unit, each unit consisting of one share and one-half of one warrant, each whole warrant entitling the holder to purchase one additional share for a period of 24 months, at an exercise price of $0.75 per warrant share during the first year and at an exercise price of $1.00 per warrant share during the second year. Completion of the transaction is subject to a number of conditions, including Exchange acceptance and disinterested shareholder approval. 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 to accept as disclosed in the management information circular being prepared in connection with this transaction any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of Moncoa should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.
<< MEMORANDUM SNOWDEN
To: Robert Baldock ------------------------------------ Company: Moncoa Corporation 87 Colin Street West Perth WA 6005 From: Michael Andrew PO Box 77 West Perth WA 6872 Copy: Mike Lawlor Tel: +61 8 9481 6690 Date: 22nd August 2006 Fax: +61 8 9322 2576 Project: Selinsing 5174 www.snowdengroup.com Subject: Selinsing market release ------------------------------------ >>
Moncoa Corporation (Moncoa) has completed a targeted programme of reverse circulation (RC) drilling to validate the historical RC drill data that tests the Selinsing Gold Project, located in Pahang State, Malaysia. The programme was undertaken based on the recommendations of Snowden Mining Industry Consultants (Snowden). Snowden reviewed the results of the drilling and concluded that they support the tenor of the historical RC drilling. A well mineralised area of the resource was selected and the nine drill holes comprising the programme intersected mineralisation as expected based on the previous drilling. Snowden then proceeded with an estimate of the resource, using the available historic RC and diamond core drill data. At a block cut-off grade of 0.75 g/t Au the Indicated Resource is 3.6 Mt at a grade of 1.76 g/t Au, for 205 kOzs of contained gold. At a block cut-off grade of 0.75 g/t Au the Inferred Resource is 7.7 Mt at a grade of 1.34 g/t Au, for 332 kOzs of contained gold. The new resource estimate has been prepared in accordance with National Instrument 43-101 (NI43-101) and an independent technical report will be filed on SEDAR shortly.
<< 1 VALIDATION DRILLING PROGRAMME
In accordance with recommendations made in the Independent Technical report dated June 2006 and prepared in accordance with NI43-101, Moncoa undertook a programme of targeted RC drilling to confirm the tenor of the historical RC data. Nine drill holes, SELRC0510 to SELRC0518, located as summarised in Table 1.1, were drilled and the significant results summarised in Table 1.2. Results greater than 0.5 g/t Au and with a down hole thickness of greater than 5m are reported; no top cutting has been applied. Holes are drilled inclined at 60 degrees with an azimuth of 270 (local grid) and are designed to normally intersect the mineralisation, so that the down hole thickness, reflects the true thickness.
Table 1.1 Drill hole location summary (local grid)
Hole ID Northing Easting RL Depth Dip Azimuth (m) (m) (m) (m)
SELRC0510 1990.2 790.5 500.94 60 60 270 SELRC0511 1990.2 810.2 500.87 66 60 270 SELRC0512 2009.8 790.6 501.30 72 60 270 SELRC0513 2009.8 809.9 500.78 72 60 270 SELRC0514 2030.3 790.7 499.18 60 60 270 SELRC0515 2030.0 810.5 499.55 72 60 270 SELRC0516 2051.7 789.8 499.20 54 60 270 SELRC0517 2050.4 809.8 499.99 72 60 270 SELRC0518 1969.7 792.2 500.94 72 60 270
Table 1.2 Drill assay summary results Down hole Hole ID Hole From To Thickness Au Type (m) (m) (m) (g/t)
SELRC0510 RC 23 29 6 8.33 Includes 27 28 1 31.40 SELRC0510 RC 46 60 14 3.15 Includes 39 40 1 41.70 Includes 59 60 1 22.40 SELRC0511 RC 41 49 8 6.60 Includes 48 49 1 36.80 SELRC0512 RC 32 64 32 1.72 SELRC0513 RC 66 72 6 1.83 Includes 61 62 1 20.40 SELRC0514 RC 31 42 11 0.95 SELRC0515 RC 60 69 9 9.15 Includes 65 66 1 35.80 SELRC0516 RC 24 35 11 4.84 SELRC0518 RC 2 14 12 2.45 SELRC0518 RC 25 36 11 4.02 SELRC0518 RC 42 49 7 12.30 Includes 46 47 1 52.90 SELRC0518 RC 53 67 14 15.52 Includes 54 55 1 51.90 Includes 57 58 1 60.00 Includes 61 62 1 38.90
Snowden supervised the drilling and sampling. Industry standard QAQC protocols were followed which included certified reference materials comprising a range of standards and a blank which were independently inserted into the sample stream prior to analysis. Field duplicates were also taken during the drilling programme. The samples were submitted to the Ultra Trace Pty. Ltd. (Ultra Trace) laboratory located in Perth, West Australia. Samples underwent a 40 g Fire Assay with analysis by ICP. Snowden has reviewed the programmes QA/QC data and found the results to be acceptable for the style of mineralisation.
2 RESOURCE ESTIMATE
The resource estimate for the Selinsing Gold Project is summarised in Table 2.1, which reports the resource by classification and oxidation.
Table 2.1 Resource estimate Selinsing Gold Project, as at August 2006
Cut-off Classification Oxidation Tonnes Grade Metal (Au g/t) (kt) (Au g/t) (kOzs) 0.75 Oxide 2,100 1.78 120 0.75 Indicated Sulphide 1,530 1.72 85 0.75 Total 3,630 1.76 205
Cut-off Classification Oxidation Tonnes Grade Metal (Au g/t) (kt) (Au g/t) (kOzs) 0.75 Oxide 387 1.25 16 0.75 Inferred Sulphide 7,302 1.35 317 0.75 Total 7,689 1.34 332 >>
The resource estimate has been prepared in accordance with NI43-101. Snowden is currently preparing an independent technical report in relation to the resource estimate and this report will filed on SEDAR shortly. The new resource estimate has been prepared by Snowden based on data and geological interpretations provided by Moncoa. Snowden has reviewed the drilling and sampling data underlying the resource estimate and has verified that the data is of sufficient quality to support the resource classification. Snowden used multiple indicator block kriging to estimate gold grade into a unconstrained block model reflecting the interpreted geology. Snowden also visited the Selinsing Gold Project site as part of the resource estimation process. Snowden considers the resource classification recognises the risk inherent in the estimate. Snowden judges that the potential exists for the mineralisation to be more discreet, which would result in a reduction in tonnes and an increase in grade at the reported cut-off, though the contained ounces would remain approximately the same. Snowden believes that once production starts at Selinsing this issue will be resolved by reconciliation and geological monitoring of production. The resource is reported at a cut-off grade of 0.75 g/t Au. The use of multiple indicator block kriging limits the influence of outliers in the data set. Search ellipses and ranges used in the estimation reflect the spatial continuity and geological trends of the resource. Average in-situ densities of 2.53 t/m3 and 2.7 t/m3 have been applied to the oxide and primary mineralisation respectively, reflecting a range of determinations undertaken to date. As more density data is acquired, these values will be reviewed. Kriging neighbourhood analysis was undertaken to optimise the estimation parameters in order to minimise conditional bias in the estimate. Snowden considers that Moncoa should be able to increase the confidence and size of the Selinsing resource through additional drilling. The bulk of the inferred material lies below 400 mRL and represents an exploration target for Moncoa. Snowden expect that as more data is acquired at depth the estimated tonnage will decrease and the grade increase as the mineralisation becomes better defined.
Information in this news release relating to mineral resources and mineralisation for the Selinsing Gold Project is based on information compiled by a Qualified Person as defined in National Instrument 43-101, being Mr Michael C. Andrew (B.Sc(Geol), M.AusIMM) of Snowden Mining Industry Consultants Pty Ltd. Mr Andrew has sufficient experience in mineral resource estimation relevant to the style of mineralisation and type of deposit under consideration, and consents to the inclusion in this news release of the matters based on his information in the form and context in which it appears.
Michael Andrew
"signed"
Principal Consultant Resource Evaluation
%SEDAR: 00008911E