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MOU Manitou Capital Corp

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Share Name Share Symbol Market Type
Manitou Capital Corp TSXV:MOU TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Concordia Resource Corp. to Implement Corporate Reorganization

01/10/2013 10:53pm

Marketwired Canada


Concordia Resource Corp. ("Concordia" or the "Company") (TSX VENTURE:CCN), is
pleased to announce that the Company is undertaking a significant corporate
reorganization (the "Reorganization") that will transform it into a company
focused on high-technology exploration deploying breakthrough proprietary
geophysical technology and expertise. 


"Going forward, Concordia's focus will be on the application of the new,
state-of-the-art HPX TechCo geophysical technologies to gain a competitive
advantage in its exploration initiatives on selected prospects in some of the
world's emerging mineral belts. We are excited to be able to secure 100%
ownership in the Ebende Project in the DRC, an option to earn up to 95% interest
in the Fairholme Project in Australia and additional $5 million cash and $5
million in available capital for the advancement of our projects. With this
transaction, Concordia is adding the financial, technical and strategic backing
of one of the best management groups in the world, led by Robert Friedland,"
said Mr. Krepiakevich, Interim CEO. "In addition, our shareholders will receive
shares in Meryllion, a well-funded exploration company that will be listed on
TSX-V and will continue the advancement of our Providencia and Cerro Amarillo
properties in Argentina. We believe that the Reorganization will generate
significant value for our shareholders." 


Highlights of the Reorganization 

The combination of Concordia and assets acquired from HPX TechCo Inc. ("HPX
TechCo") will form a new, robust and focused company with a view to creating a
foundation for growth. The Company will have strong management and an
experienced board which, with the improved project portfolio and access to HPX
TechCo's cutting-edge, proprietary technology, allow it better to identify and
advance world class projects. Furthermore, the geophysical suite will allow the
Company to leverage its unique position to add significant value. 


Benefits of the Reorganization include:



--  Creating a well-funded company with strong backing to pursue and develop
    projects, and leverage the unparalleled HPX TechCo technological
    expertise for growth; 
--  Receiving a cash injection of $5 million and line of credit for
    additional $5 million; 
--  Obtaining access to HPX TechCo's technology cluster, allowing the
    Company to deploy state-of-the-art, unrivalled proprietary geophysical
    technology and team of analytical exploration geophysicists; 
--  Consolidating 100% ownership of the Ebende Ni-Cu-Co-PGM Project; 
--  Acquiring an option to earn up to 95% interest (49% interest earned) in
    the Fairholme copper-gold porphyry exploration project, located in New
    South Wales, Australia, a mining-friendly jurisdiction; 
--  Spinning out the Company's current Argentinian portfolio of projects
    into a new, South American focused explorer, Meryllion Resources
    Corporation ("Meryllion"), and distribution of shares in Meryllion to
    the Company's current shareholders.



Pursuant to the Reorganization, Concordia will:



--  consolidate its issued and outstanding common shares on a 5:1 basis (the
    "Consolidation"); 
    
--  after the Consolidation, spin out its Providencia and Cerro Amarillo
    properties and an estimated $5 million into its newly incorporated
    subsidiary Meryllion, and will distribute shares in Meryllion to its
    shareholders (the "Spin-out"); 
    
--  issue 1,666,667 post-Consolidation and post-Spin-out shares and pay
    $750,000 to Bugeco S.A. for their rights to 15% interest in Ambase
    (joint venture with Anglo American plc) and 10% interest in Ebende
    (joint venture with HPX TechCo) projects, both in Democratic Republic of
    the Congo ("DRC") (the "DRC Property Purchase"). This acquisition will
    increase Concordia's interest in Ambase to 30% and in Ebende to 20%; 
    
--  issue 106,489,000 post-Consolidation and post-Spin-out shares equivalent
    to 85% of its post-transaction issued and outstanding common shares to
    HPX TechCo, an innovative mineral exploration company that employs its
    proprietary geophysical exploration technologies (the "HPX TechCo
    Technology Cluster") to identify and expand mineral discoveries. In
    exchange, Concordia will receive (i) $5,000,000 in cash; (ii) an 80%
    interest in the Ebende Project in the Democratic Republic of Congo
    (DRC); (iii) an assignment of an option to earn an interest in the
    Fairholme copper-gold exploration project located in Condobolin,
    Australia, currently held by HPX TechCo; (iv) a $5,000,000 line of
    credit; and (v) will enter into a service agreement providing it with
    the right to deploy the HPX TechCo Technology Cluster (the "Service
    Agreement" and together with the items (i), (ii), (iii) and (iv), the
    "HPX TechCo Consideration"). The foregoing transaction is referred to in
    this release as the "HPX TechCo Assets Acquisition". 



The Consolidation and Spin-out will be pursuant to a court-approved statutory
plan of arrangement under the British Columbia Business Corporations Act (the
"Plan of Arrangement"). Concordia will seek Securityholder approval for the Plan
of Arrangement and the HPX TechCo Assets Acquisition at a special general
meeting to be held on November 29, 2013 (the "Meeting"). Shareholders of record
on October 28, 2013 will be entitled to vote at the meeting. 


Transactions Comprising the Reorganization 

Meryllion Vend-In Agreement  

Concordia and Meryllion have entered into an agreement (the "Vend-In Agreement")
whereby Meryllion will receive the assets that will be spun out to Concordia's
current shareholders through their acquisition of Meryllion shares pursuant to
the Plan of Arrangement. Under the terms of the Vend-In Agreement, Meryllion
will issue 17,125,510 common shares to Concordia in exchange for $4,800,000 in
cash, subject to post-closing adjustment, and Concordia's 100% interest in
Meryllion Minerals Corporation (through which Concordia holds its interests in
its Providencia and Cerro Amarillo Projects in Argentina). 


Arrangement Agreement  

Concordia has entered into an arrangement agreement with Meryllion pursuant to
which Concordia will effect the Consolidation and Spin-out pursuant to the Plan
of Arrangement. Pursuant to the Plan of Arrangement, all Concordia common shares
will be consolidated on a 5:1 basis. The capital of Concordia then will be
reorganized by renaming and redesignating all of the issued and unissued
Concordia common shares as Class A shares and creating an unlimited number of
common shares without par value as the new Concordia common shares ("New
Concordia Common Shares"). 


Each one issued and outstanding Class A Share then will be deemed to be
exchanged for one New Concordia Common Share and one Meryllion Share. All
outstanding stock options to purchase Concordia common shares will be cancelled
and exchanged on a 5:1 basis for new options to purchase New Concordia Common
Shares with an adjusted exercise price to reflect the Spin-out. 


Completion of the Plan of Arrangement is subject to a number of customary
conditions precedent including, but not limited to:




1.  the granting of an Interim Order by the Supreme Court of British
    Columbia providing for the calling of a meeting of the shareholders of
    Concordia for consideration and approval of the Plan of Arrangement; 
    
2.  the approval of the Plan of Arrangement by two thirds of Concordia's
    securityholders; 
    
3.  the granting of a Final Order by the Supreme Court of British Columbia
    approving the Plan of Arrangement; 
    
4.  Concordia having satisfied or obtained a waiver from all conditions to
    the Asset Purchase Agreement that can be satisfied or waived prior to
    the closing date of the arrangement, and excluding the condition that
    requires the arrangement to have been made effective as a condition of
    the Asset Purchase Agreement; 
    
5.  Concordia having satisfied or obtained a waiver from all conditions to
    the DRC Property Purchase; and 
    
6.  the Meryllion Shares having been conditionally approved for listing on
    the Exchange and the Exchange shall otherwise have granted its
    conditional approval to the arrangement, the DRC Property Purchase and
    the HPX TechCo Assets Acquisition, as required. 



Purchase of Assets from Bugeco S.A. 

Concordia, through its wholly-owned subsidiary Swala Resources Inc., and
pursuant to a memorandum of understanding ("MOU"), currently shares with Bugeco
S.A (i) a 20% interest in Ebende Resources Limited, a company created for the
purpose of holding certain exploration licences in Katanga Province,
south-central DRC; and (ii) a 30% interest in the Kabongo Project ("Ambase Joint
Venture"), also in the DRC, held 70% by Ambase Exploration Africa (DRC) S.P.R.L.
(together, the "DRC Assets"). As part of the Reorganization, Concordia, Swala
and Bugeco have entered into an agreement (the "Termination and Release
Agreement") providing for the termination of the MOU and giving Swala a 100% of
Bugeco's interest in the DRC Assets. In exchange, Bugeco will be paid $750,000
in cash and issued 1,666,667 post-Consolidation common shares of Concordia.
Completion of the transactions contemplated by the Termination and Release
Agreement is a condition precedent to completion of the Plan of Arrangement and
the HPX TechCo Assets Acquisition. 


Gerard de La Vallee Poussin, a director of the Company, is also a shareholder
and director and Chief Executive Officer of Bugeco. 


Asset Purchase Agreement with HPX TechCo 

Concordia has entered into an asset purchase agreement with HPX TechCo, dated
October 1, 2013 to effect the HPX TechCo Assets Acquisition (the "Asset Purchase
Agreement"). The closing of the transactions contemplated by the Asset Purchase
Agreement is subject to a number of conditions precedent, including but not
limited, to the approval of the HPX TechCo Assets Acquisition by at least 50% of
the shareholders of Concordia at the Meeting and Exchange approval and the
completion of the other transactions comprising the Reorganization. Concordia
will be issuing 85% of its post-transaction issued and outstanding common shares
to HPX TechCo in exchange for $5 million in cash; $5 million line of credit, an
80% interest in the Ebende Project, an assignment of an option to earn an
interest in the Fairholme project and right to deploy the HPX TechCo Technology
Cluster.  


Services Agreement 

Concordia will enter into a service agreement to use the HPX TechCo Technology
Cluster on its current and future projects. Pursuant to the terms of the Service
Agreement, HPX TechCo agrees to perform geophysical services, analyses, and
related exploration services for and as directed by Concordia, in exchange for
Concordia covering the survey costs plus a 12% management fee. The term of the
agreement is indefinite in length, though it can be terminated by either party
with 30 days' written notice where there has been a material breach of the
agreement, and will terminate automatically in certain circumstances upon the
occurrence of a change of control of Concordia. 


Access to HPX TechCo Technologies 

A key element of the Reorganization is the access that Concordia will gain to
the HPX TechCo Technology Cluster pursuant to the Services Agreement.  


HPX TechCo is a metals-focussed exploration company deploying proprietary,
in-house geophysical technologies to rapidly evaluate buried geological targets.
The company combines world-class geological and geophysical expertise, with
innovative, ground-breaking, technological hardware and software solutions to
address the limitations of existing minerals exploration technology. 


HPX TechCo's Technology Cluster has been developed to facilitate rapid and deep
electrical geophysical exploration in areas that have proved extremely difficult
using historical technologies. These include high-power and high-signal
specifications, facilitating high signal-to-noise ratios. This in turn enables
accurate inversions to identify prospective targets. Both induced polarization
and electromagnetic modes are available, enabling exploration for disseminated
and massive sulphides, which usually would require separate transmitters. 


HPX TechCo has been exploring for buried mineral discoveries since 2011, working
in Namibia, Chile and currently in Australia. In Chile, a recently completed
survey demonstrated that the HPX TechCo Technology Cluster can work in areas
with caliche soils, a sedimentary layer of cemented calcium carbonate generally
found in arid or semiarid regions that renders conventional geophysical
exploration ineffective. 


About HPX TechCo 

HPX TechCo is a company incorporated under the laws of the British Virgin
Islands and indirectly controlled by Robert Friedland, a resident of Singapore. 


Line of Credit 

On closing of the Reorganization, HPX TechCo will provide Concordia with a
revolving line of credit with a maximum principal balance available to Concordia
of $5,000,000. Initially, the loan will not bear interest. In order for HPX
TechCo to charge interest on the principal of 3% per annum, compounded monthly,
it must provide 30 days' advanced written notice to Concordia. Concordia must
pay the full amount owing on the grid note within 90 days of a written demand
letter from HPX TechCo ("Maturity Date"). Prior to the Maturity Date, Concordia
may make repayments at any time with 10 days' written notice, without bonus or
penalty. 


The Ebende Project

The Ebende Project is an exploration prospect targeting nickel-copper and
platinum group elements in Katanga and Kasai Provinces, south-central DRC.
Exploration programs have been conducted by the Ebende Joint Venture (a joint
venture between Concordia and HPX TechCo), with exploration expenditures over
the past eighteen months totalling approximately $2.6 million. A NI 43-101
Technical Report is being prepared on the project and it is anticipated that
this report will recommend completion of the current phase of exploration, as
well as proceeding to an additional phase of exploration, expected to exceed $4
million. 


The Ebende Project lies on the eastern margin of the Congo-Kasai Craton
(Archaean) in an area largely covered by Lower Cretaceous sands and clays. These
comprise part of the sedimentary sequence of the Congo Basin that covers much of
the Congo Craton and adjacent mobile belts. 


No detailed geology of the Ebende properties has been published due to the
presence of the Cretaceous cover. However, a geological model has been inferred
by Ebende Resources on the basis of detailed geophysical data that has been
acquired, limited surface mapping, and drillhole intersections reported by De
Beers and Ebende Resources. 


A prominent magnetic member, consisting of a lower more magnetic member overlain
by a lesser magnetic layer was identified in the sequence and in addition,
layers of variable magnetic intensities are also present below and above the two
magnetic members mentioned. Field follow-up and drilling indicated that the
variable magnetics are caused by mainly high Fe-tholeiite basalts, varying in
composition from picrobasalt, basalt, basaltic andesite to trachyandesite as
well as dolerite. Further east, 'komatiitic basalts' (olivine basalts exhibiting
spinifex textures) have been identified in outcrops reported by De Beers. The
latest drilling indicates that the magnetic susceptibilities vary considerably,
confirming the presence of a differentiated succession of Continental Plate
Basalt Lavas in the upper portion of the Mbuji Mayi sequence. 


This sequence could be correlated with the Upper Roan or Mwashya Subgroups of
the Katangan Supergroup in the Central African Copper Belt of DRC. The
correlation is supported by the presence of volcaniclastics and gabbro sills at
this stratigraphic position in the Katangan Supergroup in the Copper Belt and
basaltic andesites at certain localities as well as gabbro/dolerite at other
occurrences of the Pan African Neoproterozoic formations. 


Magnetic data reveals a large synformal magnetic structure along the eastern
margin of the Mbuji Mayi synclinal basin which has been named the Ebende
Structure. This structure drapes around the Congo Craton in a half moon shape
with a north-northwest to northwest strike direction between Kabongo and
Kabinda. The sediments of the Mbuji Mayi Supergroup are interpreted to be
tightly folded east of the magnetic structure, between it and the basin contact
with the Kibaran basement. The folding and possible thrusting are probably
associated with the late Neoproterozoic closure of the Mbuji Mayi basin possibly
during the Katangan orogenic episode. 


No significant mineralization has yet been identified within the Ebende properties. 

The Fairholme Project 

The Fairholme project covers most of the highly prospective Fairholme Igneous
Complex, part of the Macquarie Arc of New South Wales, Australia. The igneous
rocks of this complex show convincing geochemical correlation with the igneous
rocks in the well mineralized Northparkes Igneous Complex. Significantly, the
Fairholme intrusive rocks have chemistry that is typical of magmas responsible
for the porphyry Cu-Au mineralization in the Cadia Valley deposits (Newcrest)
and the Northparkes deposits (Rio Tinto). 


Three Fairholme prospects: Boundary, Dungarvan and Gateway; are located within
the licence. All three are associated with significant basement Cu-Au-Mo
geochemical anomalies, prominent alteration halos and discrete magnetic
anomalies, the size and scale of which are comparable to the footprint of
several world-class porphyry deposits; e.g. Cadia-Ridgeway, Batu Hijau and
Alumbrera.


Previous workers have established that Ordovician porphyry-style alteration and
mineralisation is present within the Fairholme Igneous Complex, with significant
Cu-Au mineralization intersected at the Boundary prospect and lower grade Cu
anomalism intersected at the Dungarvan prospect. Significant Au mineralization
has also been intersected at Gateway but it remains unclear if this is related
to mineralization at Boundary and Dungarvan.


A work program is being planned for execution during the 2014 and 2015 field
seasons. 


Business of Concordia Following the Reorganization 

Concordia is currently a junior exploration company seeking to identify
large-scale mineral discoveries in Africa and South America. The Company has an
extensive portfolio of early-stage exploration prospects in some of the world's
most prospective mineral regions including Burkina Faso, the Democratic Republic
of Congo, Mozambique and Argentina. 


Following the Reorganization, Concordia will become a well-financed junior
exploration company seeking to identify large-scale mineral discoveries in
Africa, Australia and Americas.  


"The new Concordia will expedite ongoing exploration at the Ebende project in
the DRC, and the Fairholme project in Australia. A review of Concordia's
projects will identify the prospects with the highest potential, and we will
adjust the Company's exploration portfolio accordingly to provide us with the
highest leverage to HPX TechCo's innovative technologies to advance our existing
projects, as well as using the technology to gain competitive advantage in
acquiring new projects," said Mr. Krepiakevich. 


The Principals of Concordia post-Reorganization 

The Principals of Concordia on completion of the Reorganization and their
respective positions are as follows:




----------------------------------------------------------------------------
Name and                                                                    
Municipality of                                                             
Residence       Position        Background                                  
----------------------------------------------------------------------------
Peter Meredith  Director and    Mr. Meredith is a retired Chartered         
Vancouver       Chairman        Accountant who was the Deputy Chairman of   
                                the former Ivanhoe Mines Ltd., now Turquoise
                                Hill Resources, from May 2006 to April 2012.
                                Mr. Meredith enjoyed a 31-year career with  
                                Deloitte LLP and retired as a partner in    
                                1996. He currently serves as a director with
                                a number of companies in the private and    
                                public sectors, including Ivanhoe Mines Ltd.
                                (formerly Ivanplats Limited), Ivanhoe Energy
                                Inc., Peregrine Diamonds Ltd., Entree Gold  
                                Inc., Trevali Mining Corporation and Great  
                                Canadian Gaming Corporation.                
----------------------------------------------------------------------------
Matthew Hornor  Director and    Mr. Hornor is a corporate finance lawyer who
West Vancouver  Chief Executive has served in senior executive management   
                Officer         roles with several international public and 
                                private resource exploration and development
                                companies. His current principal employment 
                                is as Executive Vice President, Business    
                                Development and Legal, at Ivanhoe Mines Ltd.
                                (formerly Ivanplats Limited), in which      
                                capacity he has served since May 2010. Mr.  
                                Hornor worked as a Senior Associate with the
                                international law firm, Paul, Hastings,     
                                Janofsky & Walker LLP in Tokyo, Japan, from 
                                March 2001 to July 2005.                    
----------------------------------------------------------------------------
Terry           Director        Mr. Krepiakevich is a Chartered Accountant  
Krepiakevich                    and currently serves as the Interim Chief   
Vancouver                       Executive Officer of Concordia. He was Chief
                                Financial Officer of SouthGobi Resources    
                                Ltd. from July 2006 until July 2011, and in 
                                May 2011 Mr. Krepiakevich was recognized    
                                with the BC CFO of the Year Award for his   
                                contribution to SouthGobi's rapid growth    
                                from a market cap of $35 million in 2006 to 
                                $2.6 billion in 2010. He previously was the 
                                Chief Financial Officer of Extreme CCTV     
                                Inc., a former TSX-listed company (since    
                                acquired), from November 2000 to July 2006  
                                and was the Vice President of Finance and   
                                Chief Financial Officer of Maynards         
                                Industries from July 1988 to June 2000.     
----------------------------------------------------------------------------
Akiko Levinson  Director        Ms. Levinson has over 20 years of experience
Vancouver                       with mining finance and end-to-end rare-    
                                earth mineral investment. She has served as 
                                President of Gold Canyon Resources Inc., a  
                                Canadian-based mineral exploration company  
                                with projects in Canada and the United      
                                States, since June 2003 and as a director   
                                since 1991. Ms. Levinson has been a director
                                at Jipangu Inc., a Japanese mining company  
                                listed on JASDAQ, since June 2010 and Novo  
                                Resources Corp., a resource exploration     
                                company listed on the Canadian National     
                                Stock Exchange, since June 2011.            
----------------------------------------------------------------------------
Robert Hanson   Director        The Honorable Robert Hanson serves as the   
London, UK                      Chairman of Hanson Asset Management, Strand 
                                Hanson Ltd. and Hanson Family Holdings Ltd. 
                                (formerly Hanson Transport Group Limited).  
                                He was the Chairman of Hanson Westhouse,    
                                formed by linking Hanson Capital Limited and
                                Westhouse Securities, from 2006 to June     
                                2009. Mr. Hanson has served as a director of
                                several private and public mining companies,
                                including the former Ivanhoe Mines Ltd., now
                                Turquoise Hill Resources, from February 2001
                                to November 2010, SouthGobi Resources Ltd.  
                                from May 2007 to September 2012, and        
                                currently with GoviEx Uranium Inc. since    
                                June 2012.                                  
----------------------------------------------------------------------------
R. Edward Flood Director        Mr. Flood holds a Master of Science degree  
Monaco                          in Geology and over the past 40 years has   
                                held senior management positions in a number
                                of mining and investment companies. He was  
                                Chief Executive Officer of Concordia from   
                                December 2010 to February 2013, Chairman    
                                from March 2007 to March 2013, and President
                                from December 2010 to November 2011. He was 
                                the founding President of the former Ivanhoe
                                Mines Ltd., now Turquoise Hill Resources    
                                Ltd., an international mining company       
                                focused on copper, gold and coal mines in   
                                the Asia pacific region. Mr. Flood is the   
                                founder of Western Lithium USA Corporation, 
                                working toward becoming a major U.S.-based  
                                supplier to support the rising global demand
                                for lithium carbonate.                      
----------------------------------------------------------------------------
David           Director        Mr. Birkenshaw is the Chairman of Concordia.
Birkenshaw                      He has been the Chief Executive Officer and 
Toronto                         director of Planet Mining Exploration Inc.  
                                since October 2012. Mr. Birkenshaw has been 
                                the President and Chief Executive Officer of
                                Birkenshaw & Company Ltd. since its         
                                formation in 1989 and was a Senior Vice     
                                President and director of                   
                                PriceWaterhouseCoopers Securities LLP from  
                                1998 to 2000. Mr. Birkenshaw has extensive  
                                experience on the boards of several Canadian
                                resource exploration companies and, through 
                                Birkenshaw & Company Ltd., has acted as a   
                                merchant banker, making significant         
                                investments across a broad range of industry
                                sectors.                                    
----------------------------------------------------------------------------
David Huberman, Director        Mr. Huberman is the President of Coda       
Vancouver                       Consulting Corp., a business consulting     
                                firm. He practiced business law from 1972   
                                until 1996 as a senior partner of a Canadian
                                business law firm, specializing in          
                                corporate, commercial, banking, securities, 
                                regulatory and mining law. From 1997 to     
                                1999, he served as Executive Vice President 
                                and General Counsel of Lions Gate           
                                Entertainment Corp. Mr. Huberman was        
                                appointed to the Board of Directors of the  
                                former Ivanhoe Mines Ltd., now Turquoise    
                                Hill Resources, in September 2003, served as
                                its Lead Independent Director from 2003     
                                until May 2011, and served as Chairman of   
                                the company from May 2011 until March 2012. 
                                Mr. Huberman received his B.A. and LL.B.    
                                from the University of British Columbia and 
                                his LL.M. from Harvard Law School.          
----------------------------------------------------------------------------
Toby Mayo       President       Mr. Mayo has been President of Concordia    
Vancouver                       since November 2011 and was Senior Vice     
                                President from March 2011 to November 2011. 
                                Mr. Mayo holds Honours degrees in Law and in
                                Geology and has eighteen years of           
                                comprehensive and varied experience within  
                                the mining industry, with recent focus on   
                                corporate development and transaction-      
                                related consulting. He began his career with
                                Rio Tinto as an Exploration Geologist       
                                working in Latin America, Eastern Europe and
                                Scandinavia. Prior to joining Concordia, Mr.
                                Mayo worked as a Senior Technical Advisor   
                                and Consultant with the former Ivanhoe Mines
                                Ltd., now Turquoise Hill Resources Ltd.,    
                                prior to its takeover by Rio Tinto. He was  
                                more recently a Senior Consultant in the    
                                Investment and Business Planning group with 
                                Hatch, based in London, England, where he   
                                worked extensively with global operators and
                                the financial services sector in            
                                commodities-related transactions.           
----------------------------------------------------------------------------
Pierre Masse    Chief Financial Mr. Masse has been the Chief Financial      
West Vancouver  Officer         Officer of GoviEx Uranium Inc. since March  
                                2011. He worked as a Chartered Accountant   
                                for over 30 years and during that time held 
                                senior financial positions with public      
                                mining and exploration companies, most      
                                recently as Vice President, Finance, of the 
                                former Ivanhoe Mines Ltd., now Turquoise    
                                Hill Resources Ltd., from September 1998 to 
                                March 2011. He is a Chartered Financial     
                                Analyst and holds a degree in mining        
                                engineering from McGill University.         
----------------------------------------------------------------------------
Anthony         Executive Vice  Mr. Abbenante is a corporate finance lawyer 
Abbenante       President,      and is Vice President, International        
Vancouver       Corporate       Business and Legal Affairs, at Global Mining
                Development and Management Corp. in Vancouver. From November
                Legal           2006 to April 2010, he was an attorney at   
                                the New York and Washington DC offices of   
                                Mintz, Levin, Cohn, Ferris, Glovsky and     
                                Popeo.                                      
----------------------------------------------------------------------------
Nakaba Chimura  Executive Vice  Mr. Chimura is a Japanese national and has  
Tokyo, Japan    President       been the local representative for the       
                Finance for     Ivanhoe group of companies in Japan as      
                Asia            Executive Vice President, Business          
                                Development, at Ivanhoe Capital Corporation,
                                being involved in various strategic         
                                initiatives of the group. His current       
                                principal employment is Vice President,     
                                Corporate Development and Japan Affairs at  
                                Ivanhoe Mines Ltd. (formerly Ivanplats      
                                Limited). He has an MA from American        
                                University.                                 
----------------------------------------------------------------------------



Financial Advisor 

Haywood Securities Inc. is acting as financial advisor and has provided a
fairness opinion to Concordia and its board of directors. 


Sponsorship 

Pursuant to Exchange policies, Concordia has engaged Salman Partners Inc. as
their sponsor for the reverse takeover.


Trading Halt 

In accordance with Exchange policies, Concordia's common shares are currently
halted from trading and will remain so until the Company meets the sponsorship
requirements or completes the Reorganization.


Qualified Person

Dr. Brendan Clarke, Head of Geology for The MSA Group (Pty) Ltd, a Qualified
Person, as defined under NI 43-101, has approved all scientific and technical
information in this press release which relates to the Ebende Project. 


Mr. Barry de Wet, a member of the South African Council for National Scientific
Professionals (SACNSP), South Africa, a Qualified Person, as defined under NI
43-101, has approved all scientific and technical information in this press
release which relates to the Fairholme Project.


On behalf of the Board of Concordia Resource Corp.

Terry Krepiakevich, Interim CEO and Director

Completion of the transaction is subject to a number of conditions, including
Exchange acceptance and majority Shareholder approval for the Asset Purchase
Agreement and two third approval by Concordia Securityholders for the
Arrangement. The transaction cannot close until the required Shareholder and
Securityholder approval is obtained. There can be no assurance that the
transaction will be completed as proposed or at all. 


Investors are cautioned that, except as disclosed in the Management Information
Circular to be prepared in connection with the transaction, any information
released or received with respect to the Reverse Take Over and the Arrangement
may not be accurate or complete and should not be relied upon. Trading in the
securities of Concordia Resource Corp. should be considered highly speculative. 


The TSX Venture Exchange has in no way passed upon the merits of the proposed
transaction and has neither approved nor disapproved the contents of this press
release. 


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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Concordia Resource Corp.
+1-604-221-7982
info@concordiaresourcecorp.com
www.concordiaresourcecorp.com

1 Year Manitou Capital Corp Chart

1 Year Manitou Capital Corp Chart

1 Month Manitou Capital Corp Chart

1 Month Manitou Capital Corp Chart

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