GRANDE PRAIRIE, Alberta, April 14, 2014 (GLOBE NEWSWIRE) -- ANGKOR GOLD CORP. (TSX-V:ANK) ("ANGKOR") is pleased to announce that it has entered into a definitive agreement with Tohui Beishan Property Group Holding Limited ("TG"), a corporation incorporated under the laws of Hong Kong, China. TG also brings a consortium of associates, including Beijing Explo-Tech Engineering Co., Ltd. ("BETEC"), and the China Chemical Geology and Mine Bureau Shandong Geological Prospecting Institute ("SGI").
The strategic alliance between ANGKOR and TG includes TG's ability to acquire up to 15.8 million shares of ANGKOR and up to 15% of the share capital of its wholly-owned Cambodian subsidiary, Angkor Gold Cambodia Ltd. ("AGC"), over the next 12 months.
The terms of the strategic alliance are as follows:
1. Private placement by TG of $2,250,000 for 7,900,000 units of ANGKOR, each unit consisting of one common share at a price of $0.285 per share and one non-transferable warrant. Each warrant entitles the holder to purchase one additional common share of ANGKOR at an exercise price of $0.50 and is valid until June 30, 2015.
2. The issuance to TG of an option to purchase 15% of the shares of AGC at a price of $4,285,000 valid up to June 30, 2015 (the "AGC Option").
3. TG will be entitled to a seat on the Board of Directors of ANGKOR upon closing of the Transaction. TG has agreed that Jiancheng Peng, President of TG, shall be its nominee. TG will be entitled to nominate an additional individual to ANGKOR's Board of Directors upon TG's exercise of its ANGKOR warrants. All nominations and Board appointments shall be subject to the approval of the TSX Venture Exchange (the "Exchange").
4. TG will be entitled to a seat on the Board of Directors of AGC upon exercise of the AGC Option. TG has agreed that Jiancheng Peng shall be its nominee.
5. ANGKOR shall contract BETEC and SGI to complete specific exploration activities including, but not limited to, specific geophysical activities.
6. 80% of the proceeds of the transaction are to fund direct exploration activities in Cambodia.
The transaction is subject to a number of conditions, including, but not limited to, the prior approval of the Exchange.
Mike Weeks, CEO of ANGKOR commented on the new alliance, "We have been working on this transaction since last fall and are thrilled to have China's best exploration expertise available to fast-track our projects. TG along with their partners, BETEC and SI, bring a very large team of highly-skilled geophysicists, geologists, and specialized equipment to Cambodia and we look forward to collaborating with them to raise ANGKOR's projects to a whole new level. This transaction clearly confirms this as a 'country play'. It allows us to leverage our project generation model to maximize returns for our shareholders. We are very excited to partner with this consortium."
Jiancheng Peng, President of Tohui Group further added, "We are impressed with the potential of ANGKOR's many projects, their high quality of government relations, and their work in community development. We are happy to bring some of China's best technical advisors to work with ANGKOR and increase the value of the company and the investment. Cambodia offers many large opportunities."
BETEC/SGI management is already assembling their team to be active in Cambodia on ANGKOR'S properties shortly. Equipment and resources are currently being mobilized to expand BETEC/SGI's technical capabilities on several of the licenses.
Finder's fees will be payable in connection with the transaction, subject to Exchange approval.
ANGKOR's 7 exploration licences in the Kingdom of Cambodia cover 1448 km2, which the company has been actively exploring over the past 5 years. The company has now covered all tenements with stream sediment geochemical sampling; has flown low level aeromagnetic surveys over most of the ground; drilled 18,737 metres of NQ core in 148 holes; and has collected in excess of 20,000 augered 'C' zone soil samples and over 43,000 termite mound samples in 14 centres of interest, over a combined area of 80km2, in addition to numerous trenches and detailed geological field mapping. Exploration on all tenements is ongoing.
ANGKOR GOLD CORP., a public company listed on the TSX Venture Exchange, is Cambodia's premier gold explorer with a significantly large land package and a first-mover advantage with excellent relationships at all levels of Government (local to national).
Statements included in this press release that are not historical facts may be considered "forward looking statements". All estimates and statements that describe the Corporation's objectives, goals or future plans are forward looking statements. Forward-looking statements involve inherent risks and uncertainties where actual results could differ materially from those currently anticipated.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
ANGKOR GOLD CORP. Mike Weeks, President Telephone: (780) 568-3801 Email: