The agreement follows the letter of intent announced in January, with amended terms.
Under the amended terms, Temujin, a portfolio company of investment vehicle Aberdeen International and a member of the Forbes & Manhattan Group of Companies, will be issued 20 million shares in Kincora once the deal is completed, which represents a 12.6 percent equity stake.
Upon the discovery, within four years of closing of the transaction, of a minimum of one million ounces of inferred gold resources within the properties acquired, Kincora will issue an additional 15 million shares to Temujin.
Kincora also plans to spend $2 million on the exploration of the assets over the next two years.
In addition, Forbes & Manhattan will not appoint a nominee to Kincora's board, and there will be no service agreement going forward, as originally disclosed in January.
The intended private placement also announced earlier this year will as well not be proceeding, but Kincora said it does still plan to pursue an equity financing in the near future.
"The acquisition of the properties is a great addition to the Bronze Fox project," said Kincora president and CEO, Igor Kovarsky.
"We now hold two of Ivanhoe's former high priority target properties in Mongolia, the Bronze Fox and Tourmaline Hills. Kincora now holds one of the largest land holdings along the highly prospective copper belt hosting Oyu Tolgoi.
"Tourmaline Hills is a mid-stage exploration license with a number of significant gold targets. This places Kincora in a strong position to identify a significant copper-gold and gold deposit this year."
Closing of the transaction remains subject to the execution of a definitive agreement, and the receipt of all necessary regulatory approvals, including that of the TSX Venture Exchange.
Separately, Kincora said Thursday that Altai Khangai has resigned from the board of directors due to other business demands, but will continue as a special advisor to the company.
Earlier this month, Kincora announced updated exploration results for last year's drilling program and details of its 2012 drilling campaign for the Bronze Fox project in Mongolia
The company said that results from its 2011 exploration campaign continued to demonstrate the significant potential of the Bronze Fox project. Encouraged by the extent of mineralization within the license area, the 2012 exploration campaign will continue to define the resource potential, Kincora said.
Among the highlights, in West Kasulu, hole F27 intersected some small intervals of over 1 gram per tonne (g/t) of gold (up to 2.48 g/t gold) and also 30-40 metres of copper mineralization including 37 metres from 139 metres at an average 0.4% copper equivalent, with up to 3.03% copper and 1.66 g/t gold.
Kincora's 2012 diamond drilling campaign will begin in March with a total of 16,000 metres planned.
Bronze Fox is in the same geological neighbourhood as the giant Oyu Tolgoi mine, just over 100 miles to the north-east. Oyu Tolgoi is the world’s largest undeveloped copper deposit, which also contains an estimated 46 million ounces of gold.
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