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Credent Capital Corp
Symbol CDT
Shares Issued 5,200,000
Close 2012-05-01 C$ 0.10
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Credent Capital signs LOI for RTO by Elephant Copper

2012-05-11 17:47 ET - News Release

Mr. John Versfelt reports

CREDENT CAPITAL CORP. ANNOUNCES LETTER OF INTENT WITH ELEPHANT COPPER LTD.

Credent Capital Corp. has signed a non-binding letter of intent with Elephant Copper Ltd., a corporation existing under the laws of the British Virgin Islands, which outlines the general terms and conditions pursuant to which Credent and Elephant would be willing to complete a transaction that will result in a reverse takeover of Credent by the shareholders of Elephant. The LOI was negotiated at arm's length and is effective as of May 3, 2012.

The LOI is to be superseded by a definitive merger, amalgamation or share-exchange agreement to be signed on or before May 18, 2012 (or such other date as may be mutually agreed in writing by Credent and Elephant). The transaction is subject to requisite regulatory approvals, including the approval of the TSX Venture Exchange, and standard closing conditions, including the approval of the directors of each of Credent and Elephant of the definitive agreement, and completion of due diligence investigations to the satisfaction of each of Credent and Elephant, as well as the conditions described below. The legal structure for the transaction will be determined after the parties have considered all applicable tax, securities law and accounting efficiencies.

Credent is incorporated under the provisions of the Business Corporations Act (British Columbia) with its registered and head office in Vancouver, B.C. It is a capital pool company and intends for the transaction to constitute its qualifying transaction, as such terms are defined in the TSX-V policies. Credent is a reporting issuer within the meaning of the Securities Act (British Columbia) and Securities Act (Alberta).

Since the transaction is an arm's-length transaction, Credent is not required to obtain shareholder approval for the transaction. However, Credent may hold a special meeting of shareholders to approve certain matters ancillary to the transaction.

Trading in the common shares of Credent is halted at present. It is unlikely that the common shares of Credent will resume trading until the transaction is completed and approved by the TSX-V.

The proposed transaction

Credent proposes to acquire all of the issued and outstanding ordinary shares of Elephant pursuant to the terms of the definitive agreement. It is expected that each Elephant shareholder will receive one common share of Credent for each Elephant share held, resulting in the Credent shareholders holding approximately 4.98 per cent of the common shares of the combined entity and the former Elephant shareholders holding approximately 95.02 per cent of the common shares of the resulting issuer upon completion of the transaction (immediately prior to giving effect to the offering (as defined below), but assuming completion of the principal sale (as defined below)).

As part of the transaction, an aggregate of 2.2 million Credent shares, owned by certain directors, officers, and shareholders of Credent and currently held in escrow, will be sold to certain officers and directors of the resulting issuer at a purchase price of 10 cents per Credent share.

Certain conditions to the transaction

The completion of the transaction will be subject to the satisfaction of certain conditions prior to closing, including the following:

  • Elephant must complete a financing for minimum gross proceeds of not less than $1-million at an issue price of not less than 15 cents. It is expected that the offering will be completed prior to the closing of the transaction and the securities of Elephant issued pursuant to the offering will be exchanged into corresponding securities of Credent in accordance with the exchange ratio. The net proceeds of the offering will be released to the resulting issuer upon completion of the transaction. Further details regarding the offering will be included in a subsequent press release once additional details become available.
  • Elephant and Credent will enter into a definitive agreement in respect of the transaction.
  • Elephant and Credent will obtain all requisite regulatory approvals relating to the transaction, including, without limitation, TSX-V approval.

About Elephant

Elephant is a corporation existing under the laws of the British Virgin Islands and was incorporated on Feb. 22, 2012. Its registered office is located at ABM Chambers, PO Box 2283, Road Town, Tortola, British Virgin Islands.

The principal shareholders of Elephant are Champfest Holdings Ltd., a Mauritius company, the principal shareholder of which is Strand Hanson Ltd. (a company incorporated in the United Kingdom), Jonathan Challis, a resident of Canada, Coppergate Industries Ltd., a Seychelles company, the principal shareholder of which is Marc Lindsay (a resident of South Africa) and George Perperidis, a resident of Canada. The principal shareholders hold 15 per cent, 15 per cent, 11 per cent and 11 per cent, respectively, of the currently issued and outstanding Elephant shares.

Elephant has two properties in Zambia covering 240 square kilometres, namely the Nyimba project and the Lunga project, and three properties in Botswana covering 18,001 square kilometres.

Nyimba project

The Nyimba project is located 300 kilometres east-northeast of Lusaka, Zambia, and can be reached by tarred road.

A number of base metal, gold and graphite deposits are known throughout the Nyimba area, most of which have been discovered by fairly regional exploration activities over the last 30 years.

The Chipirinyuma target consists of massive sulphides hosted in quartz-feldspar gneiss. The mineralization appears to be stratabound, conformable to the gneiss banding. The major sulphide mineral is pyrrhotite, with lesser amounts of pyrite, sphalerite and chalcopyrite. Massive sulphide outcrops, as gossans, form prominent ridges in the area that can be traced along strike for approximately six kilometres and are orientated east-southeast. These massive sulphides are associated with a fragmental horizon within the gneiss. The deposit is interpreted as a stratabound volcanogenic massive sulphide deposit.

Rio Tinto Zambia drilled five boreholes with reverse circulation drilling to test an electromagnetic anomaly. The drilling intersected five metres to 11 metres of disseminated sulphides with up to 4 per cent zinc. Minex (Mindeco), a Zambian government department, drilled three boreholes that contained significant amounts of molybdenum (up to 0.23 per cent).

At the Latala Hills target the massive sulphide bands are associated with outcropping magnetite gossans. Gridded geochemical work completed by Mindeco indicated copper, zinc and molybdenum anomalies over the gossan areas, however, the correlation between copper, zinc and molybdenum was negative. Further EM surveys were carried out on the geochemical anomalous sites. Some of the drilling conducted on these anomalies intersected sulphide mineralization.

The Umba River target is a massive sulphide represented by gossanous outcrops. There is also some known gold mineralization associated with shear zones in the target area. Mindeco conducted geochemical surveys and a stream sediment survey which outlined anomalous zinc values of greater than 300 parts per million zinc at Umba River. RTZ drilled 12 reverse circulation boreholes on two parallel structures based on EM and magnetic survey data, and coinciding with weak soil gold anomalies. Weak to moderate mineralization was intersected consisting of 1 per cent to 4 per cent pyrite, plus or minus chalcopyrite and galena.

The Ngambwa and Ndake targets are interpreted to be base metal occurrences associated with replacement mineralization along the contact between marble and gneiss. This type of scarn and/or contact metasomatic mineralization is usually found where felsic intrusions are in contact with dolomitic limestones and is often mineralogically complex.

At Ngambwa two areas of mineralization were defined, namely Ngambwa East and Ngambwa West. At Ngambwa East, thin gossan horizons with copper up to 2,000 ppm and molybdenum to 1,000 ppm outcrop over some two kilometres. Original sulphides were dominantly pyrrhotite and pyrite. From geophysical and trenching data, the region of gossan outcrop appears to represent a local northeast-trending antiform, with mineralized horizons dipping gently to the northwest and southwest. EM and induced polarization surveys suggest downdip extensions to the mineralization. The conductive material is interpreted to be probably massive sulphide. At Ngamba West, where the mineralization has little surface expression, zinc anomalies of 6,000 ppm zinc, in soils, were recorded in overlying marble. Three anomalies were drilled at Ngambwa West and one at Ngambwa East. The Ngamwa West anomalies did not bear any significant results. At Ngambwa East, pyrite-pyrrhotite mineralization with minor chalcopyrite (320 ppm copper, 156 ppm molybdenum) were recorded.

At Ndake, zinc values of up to 3,000 ppm zinc, in soil, were reported by Afro Can Resources Ltd., with low copper and lead values. Afro Can Resources has also reported values of 8,500 ppm zinc, 4,500 ppm lead and 1,500 ppm molybdenum from samples taken from pits and trenches.

Lunga project

The Lunga project is located in west-central Zambia approximately 250 kilometres by road to the southwest of the town of Kitwe in western Zambia.

The Lunga project lies at the boundary between the Upper Roan and Lower Kundelunga. There is limestone outcrop in the northern part of the Lunga project and argillite outcrop in the southern part of the Lunga project. Chartered Exploration and successor Zamanglo Ltd. identified a zinc anomaly through geochemical soil sampling and reported values of up to 3,100 ppm zinc, 245 ppm lead and 780 ppm copper. Twenty-five pits were excavated over the anomaly and material sampled gave results of up to 5.6 per cent zinc. The material overlies brecciated dolomite with insignificant zinc values. Three diamond boreholes were drilled on the anomaly and the zinc grades obtained were below 1.5 per cent. Later geochemical work by Avmin Venture Ltd. and Lukusashi Mining Ltd. confirmed historical results with zinc values up to 2,300 ppm and lead values up to 654 ppm.

Botswana properties

Elephant's three properties in Botswana are located on either side of the Kalahari copper belt where Hana Mining Ltd. and Discovery Metals Ltd. are currently active and have reported copper mineralization and published mineral resources.

The western properties are approximately 250 kilometres (western lower) and 200 kilometres (western upper), respectively, from the town of Maun, and the eastern property is 100 kilometres to the east of Maun. The town of Maun is accessible through tarred roads. The properties are accessible on secondary roads from Maun.

The properties are all covered by Kalahari sands and only through the interpretation of aerial-magnetic data can the subsurface geology be interpreted

The eastern property lies predominantly on an unknown Achaean lithology and Karoo volcanics with the Lebung group, Ecca group and Mamuno formation making minor appearances. The centre of the area is intruded by Karoo-aged dike swarms that extend from South Africa to within Namibia. The Karoo dikes might have encouraged metal-rich hydrothermal fluids to migrate from enriched Achaean lithologies to younger lithologies.

The western properties consist predominantly of metasedimentary formations associated with the Proterozoic belt going through Botswana. The western upper area has historically been explored for diamonds and the occurrence of sulphide-hosted copper mineralization. Projects neighbouring the western lower property have reported 25 million tonnes of zinc/lead at 3 per cent.

No exploration activities of significance have been conducted on any of Elephant's properties in Botswana.

Brendan Botha (PriSciNat), Elephant's qualified person as defined in NI 43-101, has reviewed and approved the technical information in this news release.

Insiders of the resulting issuer

Upon completion of the transaction, it is anticipated that the board of directors and management of the resulting issuer will include the following people:

Dr. Luc Antoine, president and chief executive officer

Dr. Luc Antoine is a professional geologist and geophysicist who has worked on the African continent in such countries as Algeria, Libya, Tanzania, Sudan, Mozambique, South Africa, Angola, Congo, Gabon, Mauritania, Senegal, Morocco and Botswana for over 20 years. His expertise is focused on exploration, data security and quality control, data acquisition, and data interpretation. Dr. Antoine is co-founder and technical director of GeX Surveys Pty. Ltd., a company specializing in airborne geophysical data-acquisition contracting services since 2006. He is also co-founder and technical director of Geoscientific Exploration Services, a company offering geological, geotechnical, remote sensing and geophysical consulting and contracting services since 1999. During his career, Dr. Antoine has been extensively involved in developing exploration programs for leading mining and mineral companies, including Anglo American Gold Corp. (1986 to 1987) and Anglo American Gold's base metals operations (1980 to 1986), as well as Falconbridge Exploration (1973 and 1978 to 1979). He also taught exploration methodology at the University of the Witwatersrand from 1987 to 2002. A resident of South Africa, Dr. Antoine is an associate member of the South African Geophysical Association (president, 1993), a member of the Geological Society of South Africa, the European Association of Geoscientists and Engineers, and the Society of Exploration Geophysicists. Dr. Antoine is also a director of Sono Resources Inc.

Paul Robert Lindsay, director

Paul Robert Lindsay has over 33 years of mineral and mining experience, focused on management and mine development. He has experience in both underground and surface mining, and development of flat and decline mining operations. He is a specialist in mine development and construction, and has a long history with managing civil and mechanical construction on surface and underground, as well as environmental management working toward ISO 14001 accreditation. He was the mining coach at the Geita gold mine operated by Anglo Gold Ashanti in Tanzania from 2007 to 2010 and was also the mining manager at its Yatela gold mine in Mali during that time. He was the senior mining engineer for De Beers's Venetia mine in South Africa (1997 to 2007) and the mine overseer at De Beers's Finsch mine, also located in South Africa (1981 to 1997). A resident of South Africa, Mr. Lindsay is an associate member of the South African Institute of Mining & Metallurgy, and fellow member of the Institute of Quarrying. Mr. Lindsay is also a director of Sono Resources.

Jonathan Challis, director

Jonathan Challis is a mining engineer with over 30 years of experience in the operation, management, financing and analysis of mining projects around the world. Mr. Challis has an honours degree in mineral exploitation and an MBA. Mr. Challis started his professional life as a mining engineer with Gold Fields of South Africa Ltd. in 1974, before returning to Europe where he worked as a mining analyst and project financier for several European institutions. He subsequently joined McLeod Young Weir in London in 1987 as a mining analyst, prior to relocating to Toronto in 1990. In 1994, he joined CM Oliver in Toronto as a director and senior mining analyst, prior to moving back to London where he was instrumental in establishing a European presence for CM Oliver. In 1997, he joined Ivanhoe Capital Corp. and was involved in numerous early stage exploration ventures in diverse locations. Mr. Challis has subsequently been involved in several Canadian resource companies in the roles of chief executive officer, president and director. Mr. Challis is currently a director and chief executive officer of Seam Ltd., a private United Kingdom-based mineral exploration company active in Eastern Africa. Mr. Challis is also a director of Peregrine Diamonds Ltd., West African Iron Ore and Rye Patch Gold Corp.

Sponsorship

The TSX-V requires sponsorship of a capital pool company's qualifying transaction unless exempt in accordance with TSX-V policies. Credent will apply to the TSX-V for a waiver of the requirement to engage a sponsor with respect to the qualifying transaction, however, there is no assurance that a waiver will be granted. Credent intends to include any additional information regarding sponsorship in a subsequent press release.

We seek Safe Harbor.

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