via NEWMEDIAWIRE — Mansfield-Martin Exploration Mining, Inc. (OTCMKTS:MCPI) and ZB Capital AG, a private Swiss company, announced today their execution of a Memorandum of Understanding to effect Mansfield-Martin’s acquisition of the majority of the issued and outstanding shares of EuroGas AG, a Swiss public company. In order to acquire majority of EuroGas AG from ZB Capital AG, Mansfield-Martin will increase its authorized capital to permit the issuance of the necessary shares it will issue to ZB Capital AG in the transaction. The companies also announced plans to commence a comprehensive drilling program on Mansfield-Martin’s properties in the Tombstone Mining District and exploratory activities on its valuable silver properties in Idaho utilizing financing from ZB Capital’s European banking partners immediately after the share transaction between both companies is completed.
EuroGas AG is currently actively involved in the development of substantial gold exploration activities in Western-Ukraine as well as commencing exploration on its approximately 2mm hectare diamond concession in the Ukrainian Shield. In addition, EuroGas is continuing its legal efforts to assess and collect a claim against the Slovak Republic. EuroGas’ claims are being prosecuted through international arbitration proceedings at the World Bank’s ICSID unit in Washington D.C. and seek damages of in excess of $1b arising from the Republic’s allegedly illegal expropriation of EuroGas’ interest in one of the largest and purest talc deposits in the world, located in Gemerska Poloma, Slovak Republic.
EuroGas AG’s Chief Executive Officer and Chairman of the Board, Wolfgang Rauball, stated: “The EuroGas Group has a long history of interest in Mansfield-Martin’s properties in Arizona’s Tombstone Mining District and in Idaho. These are excellent prospects worthy of comprehensive development for precious metal recovery. The combination with Mansfield-Martin will allow EuroGas to expand from its world-class European mining property portfolio into the well-established US mining portfolio of Mansfield-Martin and to partner with its proven management team. Last year, US District Judge David Nuffer rejected claims by Tombstone Exploration Corporation and its CEO Alan Brown against EuroGas, myself and Mr. Bauska. These matters are now completely resolved and it is time for us to reenter the US markets together.”
John T. Bauska, Mansfield-Martin President, added: “There is great value here for Mansfield-Martin’s shareholders. Not only are we adding the value of EuroGas’ excellent mining properties in Europe but also the potential multi-billion dollar ICSID World Bank Arbitration claim against the Slovak Republic. Our combined companies will now be able to also tap into ZB Capital’s extensive financial network in Germany and Switzerland in order to fund our ambitious expansion and development plans.”
The share exchange ratio and timing of the merger transaction will be dependent on the parties’ completion of mutual investigations and consultations between US and Swiss audit teams and other financial professionals, and will be fully disclosed when the material definitive agreement is finalized. The companies expect to seek OTCQB qualification immediately, along with qualification for Canadian and European exchanges to reflect the value and international character of their business and facilitate trading in the shares for European institutional and retail investors.
<b>About Mansfield-Martin Exploration Mining, Inc.</b>
Mansfield-Martin Exploration, Inc. is principally engaged in a variety of mining activities on owned and claimed property in Arizona’s Tombstone Mining District, a historically prolific zone of silver and gold production. Mansfield-Martin is an SEC-Reporting company, and has approximately 400 million shares issued and over 200 shareholders. Additional information can be found at www.mansfieldmartin.com or in its SEC filings at https://www.sec.gov/cgi-bin/browse-edgar?company=Mansfield-martin&owner=exclude&action=getcompany.
<b>About ZB Capital AG and EuroGas AG</b>
EuroGas AG, through its subsidiaries, has been engaged over the last 25 years in the exploration and development of the Gemerska Poloma talc mine in the Slovak Republic, one of the largest and purest talc deposits worldwide. Through its Ukrainian wholly-owned subsidiary EuroGas Minerals LLC it holds interests in large gold and diamond Joint Ventures in the Ukraine. EuroGas AG was formerly known as Minerva Capital AG and changed its name to EuroGas AG in January 2011. The shares of EuroGas AG were trading on the Frankfurt Stock Exchanges until December 2012 when EuroGas AG voluntarily delisted its shares in Frankfurt in order to seek a listing on the North American capital markets. The company was founded in 2009 and is based in Zurich, Switzerland. EuroGas AG is controlled by ZB Capital AG. Additional information can be found at www.eurogasag.ch. ZB Capital AG operates as a Swiss holding company for a variety of mining and financial interests in Central and Eastern Europe.
Safe Harbor Statement
This press release contains information that constitutes forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements, trends, analysis, and other information contained in this press release including words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” and other similar expressions of opinion, constitute forward-looking statements. Any such forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from any future results described within the forward-looking statements. Risk factors that could contribute to such differences include those matters more fully disclosed in the Company’s reports filed with the Securities and Exchange Commission. The forward-looking information provided herein represents the Company’s estimates as of the date of the press release, and subsequent events and developments may cause the Company’s estimates to change. The Company specifically disclaims any obligation to update the forward-looking information in the future. Therefore, this forward-looking information should not be relied upon as representing the Company’s estimates of its future financial performance as of any date subsequent to the date of this press release.
Mansfield-Martin Exploration Mining, Inc.
1137 Highway 80 East
P.O. Box 1218
Tombstone, Arizona 85638