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Credent extends Elephant Copper QT closing to March 15

2013-02-08 18:46 ET - News Release

Mr. John Versfelt reports


Further to the news releases dated May 11, 2012, and July 19, 2012, the outside date for completion of Credent Capital Corp.'s qualifying transaction contemplated by the share exchange agreement dated July 18, 2012, as amended, with Elephant Copper Ltd., has been extended to March 15, 2013, or to such other date as the parties may agree upon in writing. The closing of the transaction has been extended to accommodate the completion of the financing required in connection with the transaction.

Credent announces the closing of the acquisition by Elephant of certain copper assets located in Zambia pursuant to the share purchase agreement dated July 27, 2012, among Elephant, African Eagle Resources PLC, Twigg Resources Ltd. and Credent. The assets acquired by Elephant include a 100-per-cent interest in the Mokambo exploration licence, a 100-per-cent interest in the Ndola exploration licence and a 49-per-cent interest in Mkushi Copper Joint Ventures Ltd., a joint venture with Ratel Group Ltd., which holds a mining licence in the Mkushi copper mine. Under the terms of the share purchase agreement, Elephant: (i) issued and delivered 9.05 million ordinary shares in the capital of Elephant to AFE and 5.95 million Elephant shares to TRL; and (b) granted to AFE the right to: (i) a 2-per-cent net smelter returns royalty on production from certain licences following commencement of commercial production; and (ii) 5 per cent of any gross consideration received by Elephant, Credent or any affiliate from the sale to a third party of any of the licences within 12 months after closing of the acquisition. The acquisition closed on Nov. 30, 2012.

All of the current Elephant shareholders and any individuals who become Elephant shareholders as a result of future financings will tender their Elephant shares to Credent on closing of the transaction in exchange for common shares of the resulting issuer (as that term is defined in TSX Venture Exchange policies) on a 1 to 1 basis.

Credent also announces that it has been advised by Elephant that Elephant has decided not to pursue the Nyimba project and the Lunga project and will instead focus fully on the Mokambo and Ndola exploration licences and its interest in the Mkushi mining licence.

We seek Safe Harbor.

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