RRO Wolf Resource Development Corporation

Ferro Iron Ore Corp. (TSX VENTURE:RRO) (the "Company") is pleased to announce
that it has reached a definitive agreement, dated October 18, 2012, with the
shareholders of Continent Treasure Limited ("CTL") to effect a business
combination between the Company and CTL and to obtain a 77.5% interest in
Mongolian exploration license No. 14491X (the "Exploration License"). In
conjunction with the business combination with CTL, the Company has also reached
a definitive agreement, dated October 27, 2012, to obtain the remaining 22.5%
interest in the Exploration License through a business combination with Blue
Eagle Trading Limited ("Blue Eagle"), (the business combinations with CTL and
Blue Eagle together defined as the "Proposed Business Combinations"). The
Exploration License covers 6,092.45 hectares of exploration area located in an
iron mineralized corridor in Eruu soum, Selenge Aimag, in North Central Mongolia
in the heart of a proven mineralization corridor. The corridor is contiguous to
the largest operating iron mine (Bold Tumur Eruu Gol Mine) in the country with
access to rail, roads, power and water in very close proximity. The corridor is
along strike with other significant exploration projects including the Haranga
Bayantsogt, Tumur Tolgoi, Khustai and Tumurtei Deposits. The licensed area is
roughly 1,000km from steel mills in Northern China and is accessible by the
railway, with surplus capacity, running in front of the property. Although the
Company awaits completion of a National Instrument 43-101 technical report (the
"Technical Report"), two historical diamond drill holes show significant iron
intercepts including over 50% Fe over 55.2 metres from 10.8 metres below
surface. There is also surface exposure of branded iron skarn in trenching.
Given the significant grade and logistics cost advantages, the Company looks to
supply inland steel mills in northern China currently utilizing either very high
cost domestic ores or expensive imported ores railed hundreds of kilometers from
port. 


CTL is a British Virgin Islands company that holds a 77.5% shareholding interest
in Accuracy Trade Limited ("ATL"), a British Virgin Islands company that owns
100% of Khandgait Mining LLC, a Mongolian legal entity, which, in turn, owns
100% of Khandgait Gol LLC, a Mongolian legal entity that holds the Exploration
License. The remaining 22.5% shareholding interest in ATL is owned by Blue
Eagle, also a British Virgin Islands company. Under the Policies of the TSX
Venture Exchange, the Proposed Business Combinations will represent a Reverse
Takeover for the Company and are considered Arm's Length Transactions.


Terms of the Proposed Business Combinations: 

Pursuant to the terms of the Proposed Business Combinations and in exchange for
all of the issued and outstanding shares of CTL and the 22.5% shareholder
interest of ATL currently held by Blue Eagle, the Company will pay $250,000 cash
and issue a number of common shares, which, post Financing (as described below),
will result in a change of control of the Company. The principal shareholders of
CTL are Infinity Eagle Limited, Treasure Carriage Limited, Barlow Lake Limited,
and Oceanward Limited, all of which are British Virgin Islands companies. 


In connection with the Proposed Business Combinations, the Company intends to
complete an equity financing to raise approximately $2.85 million, which will
include $1,000,000 from parties related to the shareholders of CTL (the
"Financing"). The Financing, subject to regulatory approval, is expected to be
completed by issuing approximately 11,400,000 common shares at an intended price
of $0.25 per share. Standard fees and commissions are anticipated to be paid in
connection with the Financing, and the net proceeds will be used for completion
of the Technical Report, a detailed geophysical program, trenching, legal and
accounting, plus general and administrative fees to complete this work. 


The Company will also issue 2,100,000 common shares as a finder's fee in
connection with the Proposed Business Combinations. 


Following the Proposed Business Transactions and the Financing, the shareholders
of CTL, Blue Eagle, and parties related to the shareholders of CTL who
participate in the Financing will own approximately 68.3% of the Company's
issued and outstanding common shares. 


The Proposed Business Combinations are being supported by Forbes & Manhattan
("F&M"), which is a leading private merchant bank with a global focus on the
resource-based sectors and most notably known for its development, operation and
subsequent sale of Consolidated Thompson Iron Ore mines. F&M is headquartered in
Toronto, Ontario, Canada with offices, operations and assets across the globe
including Ulaanbaatar, Mongolia. Neither the Company nor F&M is state owned. 


The Proposed Business Combinations are conditional upon, among other things: (i)
receiving all necessary regulatory and third party approvals and authorizations;
(ii) completion of the Financing; and (iii) delivery by CTL to Ferro of the
Technical Report prepared in compliance with National Instrument 43-101 of the
Canadian Securities Administrators.


About Ferro Iron Ore Corp.: 

Ferro Iron Ore Corp. (formally, Galena Capital Corp.) has been reviewing
numerous opportunities in the Iron Ore exploration and mining sector in order to
revitalize and add shareholder value and recently acquired a 51% interest in the
Iron Horse Property. The property consists of 19 tenures, comprising an
aggregate of 7,787.3 hectares located in the Skeena and Liard Mining Divisions
of British Columbia.


ON BEHALF OF FERRO IRON ORE CORP.

Mark Lotz, Director and CFO

Completion of the transaction is subject to a number of conditions, including
Exchange acceptance and disinterested Shareholder approval. The transaction
cannot close until the required Shareholder 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 Filing Statement to be
prepared in connection with the transaction, any information released or
received with respect to the RTO may not be accurate or complete and should not
be relied upon. Trading in the securities of the Company should be considered
highly speculative. 


Forward-Looking Statements

Certain of the statements made in this news release may contain forward-looking
statements within the meaning of applicable Securities law. We have made
numerous assumptions about the material forward-looking statements and
information contained herein, including among other things, the assumptions
about the price of oil and gas, anticipated costs and expenditures and our
ability to achieve our goals. Even though our management believes that the
assumptions made and the expectations represented by such statements or
information are reasonable, there can be no assurance that the forward-looking
statements or information will prove to be accurate. Forward-looking statements
and information include, but are not limited to statements or information with
respect to known and unknown risks, uncertainties and other factors which may
cause the Company's actual results, performance or achievements, or industry
results, to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements and
information. Such risks, uncertainties and other factors include, among others,
the failure to obtain necessary regulatory approvals, risks associated with the
oil and gas industry in general (e.g., operational risks in development,
exploration and production; delays or changes in plans with respect to
exploration or development projects or capital expenditures; the uncertainty of
reserve estimates; the uncertainty of estimates and projections relating to
production, costs and expenses, and health, safety and environmental risks), and
commodity price, interest rate and exchange rate fluctuations. Should one or
more of these risks, uncertainties or other factors materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described in forward-looking statements and information. Although we have
attempted to identify factors that would cause actual results to differ
materially from those described in forward-looking statements and information,
there may be other factors that cause actual results, performances, achievements
or events to not be as anticipated, estimated or intended. Also, many of the
factors are beyond our control. There can be no assurance that forward-looking
statements or information will prove to be accurate, as actual results and
future events could differ materially from those anticipated in such statements.
Accordingly you should not place undue reliance on forward-looking statements or
information. Except as required by law, we do not expect to update
forward-looking statements and information as conditions change and you are
referred to the full discussion of the Company's business contained in the
Company's reports filed with the securities regulatory authorities in Canada.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Forbes & Manhattan
Richard Bishop
(416) 861-5891


Ferro Iron Ore Corp.
www.ferroironore.com

Wolf Resource Development Corporation (TSXV:RRO)
Historical Stock Chart
From Sep 2024 to Oct 2024

Wolf Resource Development Corporation (TSXV:RRO)
Historical Stock Chart
From Oct 2023 to Oct 2024