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Dragon Capital Announces
Completion of Previously
Announced Qualifying Transaction
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TORONTO, March 15 - Dragon Capital Corporation
("Dragon") is pleased to announce that effective
March 14, 2007 it completed the previously
announced indirect acquisition of all of
the issued and outstanding securities of
Arehada Mining Corporation ("Arehada") together
with a concurrent financing by way of private
placement of $5,000,000 (the "Transaction").
Arehada is engaged in the exploration, development,
extraction and refining of base metals in
Dongwuzhumuqinqi, located in Inner Mongolia,
China. The Transaction constituted the Qualifying
Transaction of Dragon for the purposes of
Policy 2.4 of the TSX Venture Exchange (the
"TSXV").
The common shares of Dragon will commence
trading on the Toronto Stock Exchange under
the symbol "AHD" at the opening on Friday,
March 16, 2007 at which time the common
shares will be delisted from the TSXV.
Pro Forma Capitalization
Dragon issued an aggregate of 141,832,308
Dragon shares to the Arehada shareholders
and an aggregate of 10,000,000 shares (forming
part of the Units (defined below)) to purchasers
in connection with the concurrent private
placement. Following the completion of the
Transaction, 161,692,308 shares are outstanding
and 20,772,000 are reserved for issuance.
The former Arehada shareholders own approximately
90.29% of the shares, while former Dragon
shareholders and purchasers under the financing
hold approximately 9.71% of the shares.
The Transaction was negotiated on an arm's
length basis by parties dealing at arm's
length and therefore was not a Non-Arm's
Length Qualifying Transaction under the
policies of the Exchange. As a result, no
meeting of Dragon shareholders was required
as a condition to the completion of the
Transaction.
Concurrent Financing
Concurrent with the closing of the Transaction,
Dragon issued and sold, through Standard
Securities Capital Corporation and PowerOne
Capital Markets Limited, as agents, 10,000,000
units (the "Units") by way of private placement
at a price of $0.50 per Unit (the "Private
Placement") for aggregate gross proceeds
of $5,000,000.
Each Unit is comprised of (i) one common
share and one common share purchase warrant
(a "Warrant") with each such Warrant entitling
the holder thereof to acquire one share
at a price of $1.00 for a period of 24 months
following the closing of the Private Placement.
Board of Directors
The board of directors of Dragon has accepted
the resignations of Barry Polisuk and Lawrence
Cyna from the board. Messrs. Zhen Wang and
Fan Wang have joined the board of directors,
filling the vacancies created by such resignations.
Going forward, the board of Dragon will
consist of the following individuals.
Fan Wang
Mr. Wang is the Chairman and Chief Executive
Officer of the company. He is currently
the Chairman and Chief Executive Officer
of Baiyinhanshan Mining Ltd. based in Nei
Mongol, China. In 2003, Mr. Wang received
an MBA from the Beijing University.
Zhen Wang
Mr. Wang is the President and General Manager
of Arehada and since 1998, he has acted
as General Manager of Nei Mongol Baiyinhan
Mountain Mining (Group) Corporation in Linxi
County. In 2002, Mr. Wang received his MBA
from Peking University in Beijing.
Peter Dimmell
Peter Dimmell's experience in mineral exploration
has spanned more than 30 years. He started
with Noranda Mining Corporation in Eastern
Canada in 1969. Seventeen years later, he
left the company to work as an exploration
and technical consultant and director/officer
with other mining companies. Guiding on-site
operations from exploration through to production,
Mr. Dimmell has been involved in all aspects
of the industry, both in Canada and around
the world. He has served on numerous boards
for public companies and professional organizations
and currently holds the title of President
for the Prospectors and Developers Association
of Canada. Mr. Dimmell earned his Bachelor
of Science from the University of New Brunswick.
Now living in St. John's he is a professional
geoscientist registered with the Association
of Professional Engineers and Geoscientists
of Newfoundland.
Kak Fung Wong
Mr. Kak Fung Wong has been Vice Chairman
and Director of China Youth Travel Group
Investment Corporation since 1998. The Corporation
has investment interests in gold mines,
hotels and new technology companies. From
1996 to 1998, Mr. Wong was Chairman and
CEO of China's Shenzhen Securities Corporation,
a fully licensed investment dealer in China.
Under Mr. Wong's leadership, the dealer
successfully led a number of high profile
IPO underwritings. From 1992 to 1998, Mr.
Wong was president of Huaneng Finance Corporation,
a subsidiary of Huaneng Power International
(NYSE listed). Mr. Wong has served on the
boards of numerous public companies that
are listed on China's Shanghai and Shenzhen
Stock Exchanges. Mr. Wong received a Masters
Degree in International Finance from the
Graduate School of Money and Banking, People's
Bank of China in Beijing.
Business of Arehada
Arehada is engaged in the exploration,
development, extraction and refining of
base metals in Dongwuzhumuqinqi, located
in Inner Mongolia, China. The ore being
mined by Arehada is predominately zinc,
lead, silver and indium. Arehada then processes
the ore through its processing plant to
produce zinc concentrate and lead concentrate,
which is then sold to smelters in China.
Arehada is currently constructing a zinc
smelter with a designed processing capacity
of 100,000 tons per annum. The first phase
of 50,000 tons per annum is currently under
construction with an initial test run to
commence in the second quarter of 2007.
Further information regarding the Transaction
may be found in Dragon's filing statement
on SEDAR at www.sedar.com.
For further information:
Oliver Xing
Chief Financial Officer
Dragon Capital Corporation
(416) 510-2991
Neither the TSXV or the TSX has in any
way passed upon the merits of this press
release and has neither approved nor disapproved
the contents of this press release.
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