The Mosaic Company press release
Moncoa announces RTO to enter the gold mining industry
NYSE - New York Stock Exchange · United States
TSX-V: MON
VANCOUVER, May 2 /CNW/ - Moncoa Corporation (TSX-V:MON) (the "Company") has signed a Letter of Intent (LOI) dated Wednesday 27th April 2005 and announces it will enter the gold mining industry by the acquisition of operating gold mining assets from Able Return Sdn Bhd (Able) and change its name to Monument Mining Limited. Able is at arms length to the Company and is the corporate trustee of a unit trust representing approximately 20 private and independent trust unit holders, none of whom are or have previously been associated or connected with the Company. Mr. Peter Steven Kestel, a unit holder of the Able group, may be considered a control person under the policies of the TSX Venture Exchange, and is also at arms length to the Company. The Company can obtain an option to acquire a 51% controlling joint venture interest in a processing plant and gold mining property in Pahang State, Malaysia, subject to raising not less than $1,100,000 cash, as well as satisfactory completion of due diligence, shareholder and regulatory approvals. The Company will raise the funds by the issue of fully paid treasury stock. The above property is not presently in production. Use of the funds raised will be to upgrade an existing Preliminary Feasibility Study (PFS) prepared in June 1998 by Dover Consultants Pty Ltd, which recommended advancing the project to Final Feasibility Study status (FFS). Snowden Mining Consultants Pty Ltd of Perth Western Australia have been approached to prepare the FFS to comply with NI-43-101 standard. In addition, the funds will be used to secure key mining equipment components and to pay the costs of the reverse take over ("RTO") transaction. Zaidi Harun BSc., qualified geologist has reviewed and approved the technical information contained in this news release. Moncoa will raise $1,100,000 and upon closing, the Company plans to exercise the option to acquire the controlling 51% interest in the joint venture. The interest will be paid for by the issue of not less than 55,000,000 fully paid treasury shares, or such higher consideration as determined by an independent valuation report, resulting in a change of control in the Company. The joint venture will own and operate the Selinsing Gold Mine, which contains the following historical mineral resource, identified in the above referred to PFS, which the Company believes to be reliable and relevant. None of the historical resource has been mined. The resource categories are believed to be the same or comparable to NI-43-101 resource categories. The work in the PFS was carried out by individual or corporate members of the AUSIMM and the reported reserves and resources are in accordance with JORC Code and ASX recommendations as at the date of the report.
Measured Resource 1.637Mt 3.29g/t 173,200 ounces Indicated Resource 1.209Mt 1.81g/t 70,400 ounces 243,600 ounces
Upgrading the PFS to a FFS and producing a bankable NI-43-101 compliance report will allow the Company to apply for a project secured loan of up to $10,000,000 to place the project into production. Erection and commissioning of a 1,200 tonne per day treatment plant is planned with start-up of this facility scheduled for the end of second quarter 2006. Planning for this plant is well advanced. At the same time, The Company has entered into an agreement that will see the disposal of its existing clinical trial business, subject to shareholder and regulatory approvals, to Mr. Douglas Keller who will step down as President and Chief Executive Officer of Moncoa to manage the ongoing medical business as a private company, and to assist in the transition to a mining management group. Mr. Keller has also granted an option over 6,000,000 of his free trading shares to the control group of Able to facilitate the transaction. All of the shares issued to Able by the Company or optioned by Able control group members from Mr. Keller, or any control or insider parties will be the subject of a pooling agreement, the details of which are not yet available. The Company will appoint Mr. R.F. Baldock as President and Chief Executive Officer effective shortly after this announcement, to take the company forward into the mining industry. Mr. Baldock has had extensive experience in the mining industry and as President and CEO of public mining companies. He was the founder and at various times between 1982 and 1988 Managing Director and Executive Chairman of Golconda Minerals of Australia and President, CEO and Director of Nevada Goldfields Group of Companies in Canada and the USA, listed on the TSX, ASX and NASDAQ Exchanges respectively, among other roles in the industry. He is a qualified CPA and during his tenure, these companies raised the funds and built and successfully operated five 1200 tonnes per day carbon-in-pulp plants in Australia and the USA over that period. Under the policies of the TSX Venture Exchange the acquisition, including the disposal of the medical business, is categorized as a major transaction and an RTO, which may require a halt in trading Company securities. The Company will also seek to raise $3,000,000 by way of share issue, for the purpose of acquiring 100% of the rights over an adjacent mining property, described as MC 1/124, also owned by Able, which contains much of the necessary infrastructure to develop the mining project, construct and operate a treatment plant and conduct exploration programs on the property and in the general region, for $2,250,000 cash. MC 1/124 has an established crushing, grinding, and gravity separation treatment facility capable of treating 320 tonnes of hard rock material per day. Production from that facility is scheduled to commence processing material identified by the Company on MC 1/124, but not contained in reported resources as indicated in the PFS, by June 2005. There are no assurances as to the volume of material that will be available to the treatment plant from this source, at this time. Presently situated on MC 1/124 there is a heap leach operation treating a tailings measured resource described in the pre-feasibility study as 1.109 million tonnes of tailings grading 1.1 grams per tonne. Of this approximately 700,000 tonnes has been treated. The treatment facility is comprised of the leach pads, pregnant cyanide liquor collection tanks, activated carbon filled tanks, and a stripping, electro-winning and smelting circuit. This measured resource is believed to be reliable and relevant. The resource category is believed to be the same or comparable to NI-43-101 resource categories. The resource was contained in the PFS prepared by Dover Consultants Pty. Ltd. in June 1998.
Completion of the LOI transaction is subject to a number of conditions, including but not limited to, 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 that, except as disclosed in connection with the transaction, any Management Information Circular and/or Filing Statement to be prepared in connection with the transaction, or any information released or received with respect to the RTO may not be accurate or complete and should not be relied on. Trading in the securities of Moncoa Corporation should be considered highly speculative. The above acquisitions are subject to due diligence and Shareholder and regulatory approvals. Shareholder approval will be sought at a meeting of shareholders, which is scheduled to be held prior to 27th August 2005. Haywood Securities Inc. have been appointed as Corporate Advisers to the Company. In addition, subject to completion of satisfactory due diligence, Haywood has agreed to assist the Company by acting as sponsor in connection with the transaction. An agreement to be sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.
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.
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