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Mansfield-Martin Exploration Mining, Inc. Announces Agreement to Acquire Control of ZB Capital A.G. Through Share Exchange; Status of OTC Market Trading

Companies’ Plans Include Development of US and European Properties

TOMBSTONE, AZ, Dec. 04, 2019 (GLOBE NEWSWIRE) -- via NEWMEDIAWIRE – Mansfield-Martin Exploration Mining, Inc. (OTC/Grey: MCPI) and ZB Capital AG, a private Swiss company, announced today their execution of a Securities Purchase and Exchange Agreement under which the companies will combine. Mansfield-Martin will acquire 51% of ZB Capital, in exchange for the issuance of shares sufficient to provide ZB Capital’s shareholders with 62% ownership of Mansfield-Martin. The deal includes ZB Capital’s lucrative gold and diamond mining interests in Europe as well as its €8billion+ arbitration claims against the Slovak Republic and Austrian construction material company Schmid Industrieholding GmbH (“SIH”). In order to acquire majority ownership of ZB Capital, Mansfield-Martin will increase its authorized capital to permit the issuance of the necessary shares. 

ZB Capital is actively involved in the development of substantial gold exploration activities in Ukraine as well as commencing exploration on its approximately 7,000 square mile diamond exploration area in the Ukrainian Shield. In addition, ZB Capital is continuing its legal efforts to assess and collect a damage claim of its US mother-company, Salt Lake City Utah based EuroGas Inc., against the Slovak Republic. EuroGas’ damage claims are being prosecuted through international arbitration proceedings at the World Bank’s ICSID unit in Washington D.C. and seek damages of at least €8billion 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. 

Mansfield-Martin intends a spring 2020 drilling and exploration program on its properties in the Tombstone Mining District and the Boise Silver Basin in Idaho and the processing of tailings and mine run on both locations. In early 2019, the company purchased a controlling interest in Devonian Metals, Inc., a private Canadian mining company, who has joint ventured with a major Swiss resources company and a German bank to develop a significant zinc oxide deposit near Yellowknife in the Northwest Territories of Canada with projected mineralization exceeding $1.1 billion. The Devonian project will be managed by EuroGas, employing its international commodity mineral expertise.  

Along with these commercial developments, Mansfield-Martin also announced plans to re-qualify its shares for trading in US capital markets.  Mansfield-Martin’s shares were de-listed from the Pink Sheets and de-registered by the SEC earlier in 2019 due to its failure to provide timely reporting. The company has undertaken steps to obtain current audits and file a Form 10-12g to regain its status as a reporting public company. Subsequently, the company will make arrangements with a qualified broker-dealer to obtain FINRA approval for re-entry into broker-to-broker OTC trading. All of these steps are predicated on adequate funding from private sources. 

EuroGas Inc.’s Chief Executive Officer and Chairman of the Board, Wolfgang Rauball, stated:  “We have worked with Mansfield-Martin’s principals for nearly 20 years and always appreciated their capacity to identify wonderful mineral projects.  The combination of our two companies makes most sense in the current environment. The Devonian oxide zinc project near Yellowknife in the Yukon is a great opportunity for EuroGas’ commodity minerals program. We are also very well acquainted with Mansfield-Martin's Arizona and Idaho precious metal properties and look forward to developing them with Mansfield-Martin. Last but not least, bringing the international finance partners of  ZB Capital to these projects signals significant gains for both parties.”

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 expertise of its commodity metals management for our Devonian exploit.  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 has been 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.

About Mansfield-Martin Exploration Mining, Inc.

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, and in Idaho. Mansfield-Martin 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.  

About ZB Capital AG and EuroGas AG

EuroGas Inc., through its subsidiaries, has been engaged over the last 25 years amongst other things in the exploration and development of the Gemerska Poloma talc mine in the Slovak Republic, one of the largest and purest talc (soapstone) 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. EuroGas Inc. was incorporated in 1985 and its wholly-owned Swiss subsidiary ZB Capital AG is based in Schaffhausen, Switzerland, which is the largest shareholder of Zurich based EuroGas AG.  Additional information can be found at www.eurogasag.ch.  ZB Capital AG operates as a Swiss holding company for EuroGas Inc. and holds 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.

Contact:
Corporate Services
Mansfield-Martin Exploration Mining, Inc.
Information@mansfieldmartin.com
Tombstone, Arizona 85638
John Thomas Bauska
Office: 1-406-257-8686
jtb@bauska.com