Forsys Announces Signing of a Letter of Intent With Angus Mining (Namibia) Ltd and Golconda Capital Corp

TORONTO, ONTARIO -- (Marketwire) -- 05/07/10 -- Forsys Metals Corp ('Forsys' or the 'Company') (TSX: FSY)(FRANKFURT: F2T)(NSX: FSY) is pleased to announce that it has entered into a Letter of Intent with Angus Mining (Namibia) Ltd ('Angus') and Golconda Capital Corp ('Golconda') (TSX VENTURE: GDA.P) which provides Angus with an option to earn up to a 75% interest in the Ondundu Gold Project ('Ondundu'), located in Namibia, Africa (the 'Letter of Intent').
The Letter of Intent is subject to completion of satisfactory due diligence, the satisfaction of closing conditions customary to transactions of this nature and receipt of applicable regulatory approvals. It is currently anticipated that the sale will be in the form of an option agreement incorporating the terms of the Letter of Intent and such other terms negotiated between the parties arising from each party's due diligence investigations. Upon signing of a definitive option agreement carrying a term of 30 months ('Option Period'), Angus shall have the option to earn an initial 50.1% beneficial interest in Ondundu upon expending US$5 million in exploration expenditures during the first 18 months of the Option Period. Angus can earn an additional 24.9% beneficial interest in Ondundu by expending a further minimum amount of US$6 million in exploration expenditures within the Option Period and by expending such further monies as shall be required to complete and deliver a feasibility study (as such term is defined in NI 43-101) and commiting that Forsys receives a 1.0% net smelter royalty on proceeds received from the sale of gold from Ondundu.
Further, the Letter of Intent provides for a proposed business combination by Golconda and Angus structured as an amalgamation (the 'Amalgamation') between Angus and a wholly-owned subsidiary of Golconda, whereby each common share of Angus shall be exchanged for one common share of Golconda and each common share purchase warrant of Angus shall be exchanged for one common share purchase warrant of Golconda.
Upon execution of the definitive option agreement, Angus shall issue to Forsys 3,000,000 common shares and 3,000,000 common share purchase warrants, each such warrant entitling Forsys to acquire one common share in the capital of Angus for two years from the date of issuance at an exercise price of C$0.35 per common share in year one and C$0.50 per common share in year two. Such shares and warrants will be exchanged for 3,000,000 common shares and 3,000,000 common share purchase warrants of Golconda under the Amalgamation.
To finance the exploration expenditures on Ondundu and related costs, Angus proposes to issue by way of a non-brokered private placement subscription receipts for a minimum of C$6,250,000 at a price of C$0.25 per subscription receipt. Each subscription receipt will entitle the holder to acquire one unit of Angus comprised of one common share in the capital of Angus together with a common share purchase warrant entitling the holder to acquire one common share in the capital of Angus for two years from the date of issuance at an exercise price of C$0.35 per common share in year one and C$0.50 per common share in year two. Such Angus shares and warrants will be exchanged for common shares and common share purchase warrants of Golconda under the Amalgamation.
Upon completion of the Amalgamation, Forsys will hold approximately 9.9% of the share capital of Golconda on a non-diluted basis.
About the Ondundu Gold Project
The Ondundu Gold Project comprises an area of 19,969 hectares within the region of Erongo, in Namibia. Ondundu lies within the Northern Zone of the Damara Belt that extends east from the Atlantic Ocean into northwestern Botswana. This Neoproterozoic Belt is prospective for sediment- hosted gold deposits analogous to Muruntau (+100 M oz), Telfer (+26 M oz), and Kumtor (+4 M oz) and is already host to the Namibian based Navachab Mine (+4 M oz) and the Otjikoto Deposit (+1 M oz).
The Ondundu property hosted small scale gold production between 1920 and 1946 with an inferred historical resource of close to 500,000 ounces of gold. According to a report authored by Charles, P.C., in September 1987 titled: Ondundu Gold Project-Goldfields Prospecting- Tsumeb Joint Venture-Ore Resources Estimate, based on 26 diamond drill holes and the old workings, the Ondundu project contains an historical resource of approximately 4.5 million t at 3.387 g/t gold; equivalent to approximately 500,000 ounces. The foregoing are inferred historical estimates which were not prepared in accordance with CIM standards and should therefore not be relied upon.
For more information of the Ondundu Gold Project, please refer to the technical report, compliant with NI 43-101, prepared for Westport Resources Namibia (Pty) Ltd. dated March 2010 filed by Forsys on SEDAR at www.sedar.com.
About Forsys Metals Corp
Forsys Metals Corp, having BEE sponsorship, is an emerging uranium producer with 100% ownership in the fully permitted Valencia uranium project. With an expanding reserve base, production is expected to commence in 2012 with a 17 year life of mine. Current NI 43-101 compliant reserves at Valencia are 60.5 Mlbs U308 and current Measured and Indicated resources are 75.5 Mlbs U308 with a further 8.4 Mlbs Inferred U308. Additional infill drilling is currently underway and is designed to bring the Inferred category resources into the Indicated category so they can be incorporated into a future reserve update. The Company also has an extensive portfolio of uranium exploration projects totaling over 252,000 ha located in Namibia, Africa, a politically stable and mining friendly jurisdiction.
On Behalf of the Board of Directors of Forsys Metals Corp
Marcel Hilmer, CEO
For further information visit our website at www.forsysmetals.com
Sedar Profile #00008536
Shares Outstanding: 79,350,231
Forward-Looking Information
This news release contains projections and forward-looking information that involve various risks and uncertainties regarding future events. Such forward-looking information can include without limitation statements based on current expectations involving a number of risks and uncertainties and are not guarantees of future performance of the Company. The following are important factors that could cause Forsys actual results to differ materially from those expressed or implied by such forward looking statements: fluctuations in uranium prices and currency exchange rates; uncertainties relating to interpretation of drill results and the geology; continuity and grade of mineral deposits; uncertainty of estimates of capital and operating costs; recovery rates, production estimates and estimated economic return; general market conditions; the uncertainty of future profitability; and the uncertainty of access to additional capital. Full description of these risks can be found in Forsys various statutory reports including the Annual Information Form available on the SEDAR website at www.sedar.com. These risks and uncertainties could cause actual results and the Company's plans and objectives to differ materially from those expressed in the forward looking information. Actual results and future events could differ materially from anticipated in such information. These and all subsequent written and oral forward looking information are based on estimates and opinions of management on the dates they are made and expressed qualified in their entirety by this notice. The Company assumes no obligation to update forward looking information should circumstances or management's estimates or opinions change.
The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
Contacts:
Forsys Metals Corp
Marcel Hilmer
Chief Executive Officer
+61 417 177 942mhilmer@forsysmetals.com