Vancouver, British Columbia
September 19, 2011
TSX-V Symbol: WF.P
P R E S S R E L E A S E
WEIFEI ANNOUNCES EXECUTION OF AMALGAMATION AGREEMENT AND FILING OF
43-101 TECHNICAL REPORT ON BANLUNG AND OYADAO PROPERTIES
WEIFEI CAPITAL INC. (the “Corporation” or “Weifei”), a capital pool company organized under Policy
2.4 of the TSX Venture Exchange, is pleased to announce that it has signed an amalgamation
agreement dated September 16, 2011 (the “Amalgamation Agreement”) with Prairie Pacific Mining Corp.
(“PPMC”), which will form the basis upon which Weifei and PPMC will combine their businesses (the
“Amalgamation”).
As previously announced by Weifei in its press release dated March 30, 2011, PPMC and Weifei intend
to enter into a series of transactions (described below), including the Amalgamation, the
Consolidation (defined below) and the Concurrent Financing (defined below) which together (the
“Proposed Transaction”) will comprise the Qualifying Transaction of Weifei under Policy 2.4 of the
TSX Venture Exchange. References in this press release to the “Resulting Issuer” refer to Weifei
after completion of the Proposed Transaction.
Prior to the Amalgamation, Weifei will effect a consolidation of its common shares (the
“Consolidation”) pursuant to which one new share (a “Resulting Issuer Share”) will be issued for
every 1.75 common shares of Weifei issued and outstanding and will change its name to “Angkor Gold
Corp.”.
PPMC will then complete the Amalgamation whereby PPMC will amalgamate with Weifei’s wholly- owned
Alberta subsidiary, 1602343 Alberta Ltd. (“Weifei SubCo”), and all of the securities of PPMC will
be exchanged for post-Consolidated securities of Weifei.
After completion of the Consolidation and concurrent with the Amalgamation, the Corporation will
complete a private placement (the “Concurrent Financing”) of a minimum of 8,000,000 units of the
Corporation (“Resulting Issuer Units”) (“Minimum Concurrent Financing”) and a maximum of
12,000,000 Resulting Issuer Units (“Maximum Concurrent Financing”) at a price of $0.25 per
Resulting Issuer Unit for total gross proceeds of between $2,000,000 and $3,000,000. Each
Resulting Issuer Unit will consist of one Resulting Issuer Share and one half of one warrant. Each
whole warrant (“Resulting Issuer Warrant”) will entitle the holder thereof to purchase one
Resulting Issuer Share at a price of $0.45 per share for a period of 24 months from the date of
issue.
Macquarie Private Wealth Inc. will act as Agent, on a commercially reasonable efforts basis, under
the Concurrent Financing and will be paid cash commissions equal to 8% of the gross proceeds from
the offering (excluding proceeds from President’s list subscribers, for which the Agent will be
paid cash commissions of 2.5% of such proceeds) and options (the “Agent’s Option”) to purchase such
number of Resulting Issuer Units equal to 8% of the Resulting Issuer Units sold under the offering
(excluding Resulting Issuer Units issued to President’s list subscribers, for which the Agent will
be issued options to purchase such number of Resulting Issuer Units equal to 2.5% of the Resulting
Issuer Units sold to such
subscribers).
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Upon completion of the Proposed Transaction, assuming the completion of the Minimum Concurrent
Financing, it is expected that there will be a minimum of 57,518,297 Resulting Issuer Shares,
options (including broker options) entitling the holder to purchase a minimum of 914,285 Resulting
Issuer Shares and warrants entitling the holder to purchase a minimum of 12,858,716 Resulting
Issuer Shares issued and outstanding in the capital of the Resulting Issuer. Assuming the
completion of the Maximum Concurrent Financing, it is expected that there will be a maximum of
61,518,297 Resulting Issuer Shares, options (including broker options) entitling the holder to
purchase a maximum of 1,674,285 Resulting Issuer Shares and warrants entitling the holder to
purchase a maximum of 14,858,716 Resulting Issuer Shares issued and outstanding in the capital of
the Resulting Issuer.
The respective obligations of Weifei and PPMC to complete the transactions contemplated by the
Amalgamation Agreement are subject to a number of conditions which must be satisfied or waived in
order for the Amalgamation to become effective, including approval of the Amalgamation by the
shareholders of PPMC and Weifei SubCo, completion of the Concurrent Financing and the receipt of
all requisite approvals including board approvals and approval of the TSX Venture Exchange. There
is no assurance that these conditions will be satisfied or waived on a timely basis. Unless all of
the conditions are satisfied or waived, the Proposed Transaction will not proceed.
Closing of the Proposed Transaction has been scheduled to occur between September 30, 2011 and
October 15, 2011.
Weifei has prepared a Filing Statement dated August 29, 2011 with respect to the Proposed
Transaction. The Filing Statement has been filed on SEDAR at www.sedar.com. Please refer to the
Filing Statement for more information with respect to Weifei, PPMC and the Proposed Transaction
About PPMC
PPMC is a private mineral exploration company incorporated under the laws of Alberta, with
interests in mining assets located in Kingdom of Cambodia. PPMC is not listed on any stock
exchange and is not a reporting issuer in any jurisdiction.
PPMC, through its wholly-owned Cambodian subsidiary, Prairie Pacific Mining (Cambodia) Co., Ltd.
(PPMC), holds a 90% interest in a joint venture with Liberty Mining International Ltd. (“LMI”),
which includes four mining concessions located in the province of Ratanakiri in North-Eastern
Cambodia, Banlung, comprising 240 km2, Banlung North, comprising 328 km2, Oyadao, comprising 325
km2, and Oyadao South, comprising 274 km2, for a total of 1167 km2.
Michael Weeks, the president of PPMC, beneficially owns all of the issued and outstanding shares of
LMI through his holding company, Interactive Industrial Solutions Inc. (“IISI”). IISI has granted
PPMC an option to acquire the remaining 10% interest in the joint venture (the “Remaining
Interest”) from LMI for the same costs paid by IISI for the Remaining Interest.
Selected Consolidated Financial Information
The following table sets forth selected historical financial information for PPMC for the years
ended July
31, 2010 and 2009 and for the nine-month period ended April 30, 2011 and selected balance sheet
data as at July 31, 2010 and April 30, 2011, respectively.
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The following table sets forth the pro forma share and loan capital of the Resulting Issuer as at
April 30,
2011 on a consolidated basis, based on the pro forma consolidated financial statements contained in
this Filing Statement, after giving effect to the completion of the Proposed Transaction and all
matters ancillary thereto.
Technical Reports
Weifei is also pleased to announce the completion and filing of Technical Reports in respect of
PPMC’s Banlung and Oyadao properties. The Technical Reports were prepared in accordance with
National Instrument 43-101 – Standards of Disclosure for Mineral Projects.
The Technical Report with respect to PPMC’s Banlung properties is dated May 30, 2011 and is
entitled
“Geological Exploration Report of the Banlung Gold Project – Ratanakiri Province, Cambodia”.
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The Technical Report with respect to PPMC’s Oyadao properties is dated June 17, 2011 and is
entitled
“Geological Exploration Report of the Oyadao Gold Project – Ratanakiri Province, Cambodia”
The author of the Technical Report is Brian Meyer, P.Geol., who is a “qualified person” within the
meaning of NI 43-101 and is independent of the Corporation. The Technical Report has been filed on
SEDAR at www.sedar.com.
Reader Advisory
Investors are cautioned that, except as disclosed in the information circular or filing statement
to be prepared in connection with the Proposed Transaction, any information released or received
with respect to the Proposed Transaction may not be accurate or complete and should not be relied
upon.
Trading in the securities of a capital pool company should be considered highly speculative.
Statements in this press release may contain forward-looking information including, operating
costs, administrative costs, acquisitions and dispositions, capital spending, access to credit
facilities, income taxes, regulatory changes, and other components of cash flow and earnings. Any
statements that are contained in this press release that are not statements of historical fact may
be deemed to be forward looking statements. Forward-looking statements are often identified by
terms such as “may”, “should”, “anticipate”, “expects” and similar expressions. The reader is
cautioned that assumptions used in the preparation of any forward-looking information may prove to
be incorrect. Events or circumstances may cause actual results to differ materially from those
predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many
of which are beyond the control of Weifei. The reader is cautioned not to place undue reliance on
any forward-looking information. Such information, although considered reasonable by management at
the time of preparation, may prove to be incorrect and actual results may differ materially from
those anticipated. Forward-looking statements contained in this press release are expressly
qualified by this cautionary statement.
The forward-looking statements contained in this press release are made as of the date of this
press release, and Weifei does not undertake any obligation to update publicly or to revise any of
the included forward-looking statements, whether as a result of new information, future events or
otherwise, except as expressly required by securities law.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS
SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE
SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES
OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.
Completion of the Proposed Transaction is subject to a number of conditions, including but not
limited to, Exchange acceptance, and, if applicable pursuant to Exchange Requirements, majority of
the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until
the required shareholder approval is obtained. There can be no assurance that the Proposed
Transaction will be completed as proposed or at all.
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For further information:
Weifei Capital Inc. Michael Evans, President Telephone: (604) 897-7093
Email: [email protected]
Prairie Pacific Mining Corp. Mike Weeks, President Telephone: (780) 518-0326
Email: [email protected]
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 the TSX Venture Exchange nor its regulation services provider (as that term is defined in
the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of
this press
release.
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