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Angkor Gold Corporation

TSX-V: ANK

Angkor-Gold - cast study

Capital Pool Company: Weifei Capital Inc. (“Weifei”)

Target Company: Prairie Pacific Mining Corp. (“PPMC”) of Alberta, Canada

Resulting Issuer: Angkor Gold Corporation (“Angkor”)

Listing Date: October 2011

Pre-Public Financing: C$2,000,000, a private placement of 8,000,000 units at C$0.25 per unit. Each unit consisted of one common share of PPMC and one-half of one common share purchase warrant of PPMC with each whole warrant entitling the holder to subscribe for one additional common share at a price of C$0.45 for a period of 24 months from the date of closing of the transaction.  Common shares and warrants were converted to Angkor common shares and warrants on a 1:1 basis.

Public Financing: C$3,000,000, a brokered private placement of 12,000,000 units at C$0.25 per unit. Each unit was on the same terms as the Pre-Public Financing.

Company Description: PPMC, through its wholly-owned Cambodian subsidiary, Prairie Pacific Mining (Cambodia) Co., Ltd., holds a 90% interest in a joint venture with Liberty Mining International Ltd., 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 1,167 km2.

Transaction: Weifei completed its Qualifying Transaction by acquiring all of the issued and outstanding common shares in the capital of PPMC, by issuing 35,461,167 shares to Pre-Public Financing holders of PPMC shares and 4,858,716 common share purchase warrants. Weifei was subsequently renamed Angkor.

Market Capitalization: C$15.4 million at closing

Role of Evans & Evans: Michael A. Evans of Evans & Evans, Inc. was the Founding Director of Weifei. Evans & Evans, Inc. provided services including:

  • Forming of the capital pool company Weifei
  • Identifying the Qualifying Transaction for Weifei and assembling and managing the professional service providers
  • Performing due diligence and valuation analysis on PPMC
  • Assembling, arranging and managing the financing syndicate