Notice of Change in Corporate Structure
Pursuant to Section 4.9 of National Instrument 51‑102
Item 1. Names of the Parties to the Transaction
The following corporate entities were parties to the transaction:
(a) Kincora Copper Limited (formerly known as Brazilian Diamonds Limited) (the “Issuer”), a British Columbia company and the existing reporting issuer in the provinces of British Columbia, Alberta and Ontario;
(b) Origo Partners PLC (“Origo”), an Isle of Man company listed on the AIM Exchange; and
(c) Kincora Group Limited (“Kincora Group”), a British Virgin Islands company.
Item 2. Description of the Transaction
The transaction was an acquisition by the Issuer of a 75% interest (the “75% Interest”) in the Kincora Group, the principal asset of which is the Bronze Fox copper/gold project in Mongolia (the “Bronze Fox Project”). The remaining 25% interest is held by Duchintav Khojgor, a Mongolian businessman. As consideration for the acquisition of the 75% Interest, the Issuer issued 49,118,639 shares to Origo, which shares are subject to escrow in accordance with the policies of the TSXV. The Issuer also paid US$6,000,000 to Duchintav Khojgor and invested approximately US$5,000,000 in Kincora Group, which monies are to be applied for exploration activities on the Bronze Fox Project.
Ocean Equities Limited (“Ocean”), a UK based brokerage firm, was issued 896,659 share purchase warrants exercisable at $0.35 per share for a term of 3years as a finder’s fee in connection with the closing of the Transaction.
Concurrent with the closing of the Transaction the Issuer also issued 34,671,660 shares by way of private placement (the “Private Placement”) at $0.35 per share for proceeds of $12,135,081. These shares are subject to a hold period expiring November 15, 2011. In connection with the Private Placement the Issuer paid finders’ fees to Ocean in the amount of $128,100 and issued 1,324,654 shares to Resource Investment Capital Limited, a Mongolian corporate finance advisor.
Proceeds from the Private Placement were applied to fund the Transaction with the balance to be applied to general working capital.
Following the closing of the Transaction and the Private Placement the Issuer had 110,665,465 shares issued and outstanding of which 49,896,439 shares held by Origo are subject to escrow restrictions.
The board of the directors of the Issuer is now comprised of Stephen Fabian, President and CEO, David Cowan, a partner with the law firm of McMillan LLP in Vancouver, Luke Leslie, Head of Mining with Origo, John Rickus, Senior Geologist with Origo and Altai Khangai, COO and acting CEO of the Mongolian Stock Exchange.
In connection with the closing of the Transaction the Issuer changed its name from Brazilian Diamonds Limited to Kincora Copper Limited.
Item 3. Effective date of the Transaction
July 18, 2011
Item 4. Name of Each Party, if any, that Ceased to be a Reporting Issuer After the Transaction and of Each Continuing Entity
Item 5. Financial Statements of the Reverse Takeover Acquirer for Periods Ending Before a Reverse Takeover
Not applicable as the Issuer was not required under Canadian GAAP to account for the Transaction as a reverse takeover.