COMPANY RELEASES

Tianshan and Corvette execute binding agreement for A$60M merger

Friday , 27 Nov 2009

HIGHLIGHTS

  • Tianshan Goldfields and Corvette Resources execute Merger Implementation Agreement 
  • Merger to create a fully funded gold company with highly prospective exploration asset

Further to the announcement of 17 November 2009, ASX listed Australian gold companies Tianshan Goldfields Limited (ASX:TGF) ("Tianshan") and Corvette Resources Ltd (ASX:COV) ("Corvette") wish to advise that they have entered into a binding Merger Implementation Agreement ("MIA") to merge the two companies by way of a Scheme of Arrangement ("Scheme").

Under the Scheme, Tianshan will acquire all of the issued shares in Corvette, and issue two (2) Tianshan shares for every one (1) Corvette share held.

Corvette has appointed an Independent Expert to determine whether the Scheme is in the best interests of Corvette shareholders. Tianshan and Corvette shareholders do not need to take any action at this time. A Scheme Booklet outlining the proposal in greater detail, and including the Independent Expert’s Report, will be issued to all Corvette shareholders in due course and released to the market.

Indicative timetable for the merger:

• Lodgement of Scheme documents with the ASIC: December 2009
• Obtaining of Tianshan shareholder approval: January 2010
• Obtaining Court approval to hold the Scheme meeting for shareholders to vote on the Scheme: January 2010
• Obtaining Corvette shareholders approval for the Scheme: February 2010
• If Corvette shareholders approve the Scheme, Court ratification of the Scheme: February 2010

Implementation of the Scheme is subject to conditions including:
• Corvette and Tianshan shareholder approvals and court approvals in respect of the Scheme;
• satisfactory due diligence by Tianshan and Corvette;
• all relevant regulatory approvals; and
• other conditions customary for a transaction of this nature.

Upon completion of the Scheme the merged entity will have approximately A$30M in the bank and the highly prospective Plumridge Gold project in Western Australia, which is located 60km south of the 5Moz Tropicana-Havana deposit, owned by the AngloGold Ashanti Australia/Independence Group JV.

Within the Plumridge Project, the Corvette exploration team has already discovered an extensive (>10km long) mineralised gold system containing high grade and bonanza gold intersections. Two phases of Reverse-Circulation (RC) drilling comprising 117 holes have been completed since late in 2008 on this mineralised gold system. Assay data for the first 78 holes has been compiled and has indicated 28 RC holes on 15 sections have intersected greater than 0.5 g/t Au, with 23 RC holes on 15 sections intersecting greater than 1 g/t Au. In addition, two significant high grade intersections have been reported at Camaro and Stingray:

• CVRC88 – 3m @ 40.33g/t Au from 97m at Camaro (ASX announcement 20 October 2009), and

• CVRC58 – 8m @10.0g/t Au from 119m at Stingray (ASX announcement 28 July 2009)

These results, along with Tianshan’s A$30M cash, are the key reasons behind the unanimous decision by both Boards that the merger represents an opportunity to create a new entity, better positioned for growth than either company on a standalone basis. This decision is further supported by combined corporate, management and technical strengths to leverage a sound platform for on-going exploration and future development activities.


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