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NGEx Signs Agreement With Namibian Copper on Eritrean Base Metal Projects

Date : 01/17/2012 @ 4:00PM
Source : Marketwired Canada
Stock : Ngex Resources Inc. (NGQ)
Quote : 2.21  0.0 (0.00%) @ 9:15AM
Ngex Resources Inc. share price Chart

NGEx Signs Agreement With Namibian Copper on Eritrean Base Metal Projects

NGEx Resources Inc. (TSX:NGQ) ("NGEx") is pleased to announce that it has
entered into a definitive agreement (the "Agreement") whereby Namibian Copper NL
("Namibian Copper") of North Perth, Western Australia will acquire Sanu
Resources, Inc. ("Sanu"), a wholly owned indirect subsidiary of NGEx (the
"Transaction"). Sanu holds certain exploration licenses in Eritrea including the
Hambok copper-zinc deposit (the "Property"). Please see the NI 43-101 Technical
Report on the Hambok Deposit, dated January 23, 2009 and filed at www.sedar.com
for details.


Pursuant to the Agreement, Namibian Copper will acquire all of the issued and
outstanding shares of Sanu for consideration of 50,000,000 ordinary shares of
Namibian Copper (the "Shares"). Upon completion of the transaction, Sanu will be
a wholly-owned subsidiary of Namibian Copper and it is anticipated that NGEx
will be the largest single shareholder of Namibian Copper with approximately 40%
of its share capital. The Shares will be subject to an escrow agreement in the
form prescribed by Appendix 9A of the Australian Stock Exchange ("ASX") listing
rules. A further Contingent Payment of $7,500,000 to NGEX is due upon the
commencement of commercial mining operations, however, if prior to the
commencement of commercial mining operations, a third party acquires 50% or more
of the outstanding voting or equity securities of Namibian Copper or any one or
more of its subsidiaries (including Sanu), then 50% of the Contingent Payment
will be immediately due and payable to NGEx, with the balance of the Contingent
Payment due upon the commencement of commercial mining operations. In addition
NGEx will be reimbursed for certain costs incurred from June 1, 2011 to the
closing date under an ongoing work program on the Property. The Transaction is
subject to certain conditions precedent including any shareholder approval under
the Australian Corporations Act 2001 and any approvals under the ASX Listing
Rules for the issue of the shares and will not close until all conditions are
satisfied.


Commenting on the Transaction, Wojtek Wodzicki, President and CEO of NGEx, said,
"The agreement with Namibian Copper is positive for both companies. It will
allow NGEx to focus on its South American copper-gold projects including Los
Helados in Chile, while maintaining exposure to the upside potential of the
Eritrean projects through a substantial shareholding in Namibian Copper.
Namibian Copper has a strong and experienced management team with significant
project development experience in Africa. We believe that they are well placed
to aggressively move the projects forward to the benefit of their shareholders
and those of NGEx as well as the people and government of Eritrea. We look
forward to their success."


In conjunction with the decision to focus on its South American projects NGEx
has relinquished its Bada potash exploration license in Eritrea. The objective
of the Company's exploration program at Bada was to test for shallow potash
mineralization. Wide-spaced exploration drilling conducted in 2011 encountered
thick sections of overburden and did not intersect potash or other salt units.


On behalf of the Board,

Dr. Wojtek Wodzicki, President and CEO

Cautionary Statement Regarding Forward-looking Information

This press release contains forward-looking statements that involve risks and
uncertainties. These forward-looking statements relate to, among other things,
expectations contained in this press release that are not historical fact.
NGEx's expectations regarding the Agreement depends in part on Namibian Copper's
ability to raise capital from private investors. When used in this press
release, the words "plan", "expect", "believe", and similar expressions
generally identify forward-looking statements. These statements reflect NGEx's
current expectations. They are subject to a number of risks and uncertainties,
including, but not limited to, the failure by either party to satisfy any of the
conditions precedent to completion. In light of the risks and uncertainties
surrounding the option, investors should understand that the Company cannot
assure investors that the forward-looking statements contained in this press
release will be realized.


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