Duran Ventures Announces Agreement to Sell Aguila Project
TORONTO, ONTARIO--(Marketwired - Mar 3, 2014) - Duran Ventures
Inc. (TSX-VENTURE:DRV)(LMA:DRV) ("Duran" or the "Company")
announces, further to its news release of October 15, 2013 that it
was reviewing its strategic alternatives, that it has entered into
mining concessions transfer and asset sales agreements (the
"Agreements") dated March 3, 2014 with Minera Peñoles de Peru S.A.
("Peñoles"), a Peruvian subsidiary of Industrias Peñoles S.A.B. de
C.V. (BMV:PE&OLES) ("Industrias Peñoles"), pursuant to which
Duran has agreed to sell to Peñoles the Company's Aguila Porphyry
Copper-Molybdenum Project in Peru as well as the Company's 50%
interest in the Corongo concessions and certain other assets
(together, the "Subject Assets"). Industrias Peñoles is the leading
world producer of refined silver, metallic bismuth and sodium
sulfate, and one of the main Latin-American producers of refined
lead, zinc, as well as a leading Mexican producer of refined
gold.
The purchase price for the Subject Assets will be a total of
US$7,000,000, payable on closing (the "Closing"). Closing of the
purchase and sale of the Subject Assets (the "Transaction") is
expected to occur in late April 2014, and in any event no later
than May 31, 2014.
The Subject Assets include certain mining concessions, surface
infrastructure, and surrounding mining rights in the vicinity of
the Company's Aguila Pit in north-central Peru. In particular, they
include:
- title to 20 mining concessions in the vicinity of the Aguila
Pit, including the Pasacancha and Cashapampa concessions comprising
the Company's Aguila mineral project (the "Aguila
Concessions");
- the Company's 50% interest in certain mineral concessions known
as the Corongo project held by Corongo Exploraciones S.A.C., a
subsidiary of Duran, which are currently the subject of a property
option agreement among the Company, its wholly owned subsidiary
Minera Aguila de Oro S.A.C. ("Madosac") and Viper Gold Ltd.;
and
- the surface facilities currently used as an exploration camp
and storage facility related to the Company's mining activities at
the concessions comprising the Aguila project.
The Transaction is expected to constitute a Reviewable
Disposition as defined in Policy 5.3 - Acquisitions and
Dispositions of Non-Cash Assets of the TSX Venture Exchange
Inc. ("TSXV") and, as such, completion of the Transaction remains
subject to (i) approval by a majority of the votes cast at a
special meeting of shareholders (the "Meeting") and (ii) regulatory
approval by the TSXV. Closing is also subject to certain other
conditions which are customary for a transaction of this nature.
The Agreements include certain representations and warranties of
Duran and its subsidiaries in favour of Penoles, including in
connection with corporate, tax, environmental, labour and title
issues. Duran and its subsidiaries will also indemnify Penoles for
breaches of its representations, warranties and convenants for a
period of five years following completion of the purchase and sale
of the Subject Assets. Penoles has agreed to assume all liabilities
of Duran in connection with the Cashapampa concessions partially
comprising the Subject Assets.
Duran has also entered into a conditional termination agreement
with Viper Gold Ltd. dated March 3, 2014 (the "Conditional
Termination Agreement"), the holder of the remaining 50% interest
in the Corongo concessions. Viper earned its interest in the
Corongo concessions pursuant to a property option agreement (the
"Option Agreement") entered into with Duran and Madosac on March
17, 2010. Subject to the receipt of TSXV and shareholder approval,
Viper has agreed to transfer all of its interest in the Corongo
concesssions to Duran in exchange for the sum of US$200,000,
representing 50% of the sale price of the Corongo concessions,
concurrently with the Closing of the Transaction as well as the
termination of the Option Agreement. In the event the Transaction
does not close, Viper will not transfer its interest in the Corongo
concessions to Duran and the Option Agreement will not
terminate.
The Company intends to use the proceeds from the Transaction to
continue to pursue and develop other resource and mining
opportunities in the ordinary course of its business, including
with respect to its inventory of mineral properties in Peru which
are not subject to the Transaction. More specifically, the Company
will follow a prospect generator model where the Company will seek
new partners to explore and develop properties in Duran's existing
portfolio. The Company will continue to generate and acquire new
prospective areas while partners are actively exploring Duran's
existing properties. Duran is in a unique position to take
advantage of attractive market conditions to acquire highly
prospective properties. Duran will use its 20 year history of
mineral exploration in Peru to position the Company for future
exploration opportunities in Peru.
Duran currently has two mineral properties, the Don Pancho
Lead/Zinc Project and the Minasnioc Gold/Silver Project, acquired
100% by the Company and then optioned to third parties by applying
the prospect generator model. The Company's other existing
exploration properties include the Mamaniña Copper/Molybdenum/Gold
Porphyry Project, located just 15 kilometres south of the Aguila
Concessions, and the prospective Panteria Copper/Gold Project. Both
projects show indications of mineralized porphyry systems. These
projects were acquired by application and are 100% owned by
Duran.
The Company intends to obtain the approval of its shareholders
for the Transaction at the Meeting, which is expected to be held on
or before April 25, 2014.
In connection with the Transaction, the Board of Directors
appointed a special committee of independent directors (the
"Special Committee"). As part of its process, the Special Committee
retained Canaccord Genuity Corp. ("Canaccord Genuity") to act as
financial advisor and Wildeboer Dellelce LLP to act as its legal
advisor. Canaccord Genuity has provided an opinion to the Special
Committee that, subject to certain assumptions and limitations set
out therein, the Transaction is fair, from a financial point of
view, to the shareholders of Duran. The Special Committee has
determined that the Transaction is in the best interest of the
Company and its shareholders and has recommended the approval of
the Transaction to the Board of Directors. The Board of Directors
has unanimously approved the Agreement and the Transaction and has
unanimously determined to recommend that the shareholders of Duran
vote in favour of the Transaction at the Meeting. The directors and
senior management of Duran collectively hold approximately 7.1% of
the issued and outstanding shares of the Company and have agreed to
vote all Duran shares held by them in favour of the Transaction at
the Meeting.
The trading of the Company's shares has been halted and shall
remain halted pending receipt of satisfactory documentation by the
TSXV. Further updates will be announced on the status of the
trading halt, the Agreement, and the Transaction as appropriate.
All of the transactions contemplated by the Agreements are subject
to the approval of the TSXV.
Company Profile
Duran is a Canadian exploration company focused on the
exploration and development of porphyry copper, precious metal, and
polymetallic deposits in Peru.
Duran Ventures
Inc. is a Canadian resource company listed on the TSX Venture
Exchange and the Bolsa de Valores de Lima: Symbol "DRV".
Neither the
TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this
release.
Disclosure Regarding Forward-Looking Statements: This
press release contains certain "Forward-Looking Statements" within
the meaning of applicable securities legislation. We use words such
as "might", "will", "should", "anticipate", "plan", "expect",
"believe", "estimate", "forecast" and similar terminology to
identify forward looking statements and forward-looking
information. Such statements and information are based on
assumptions, estimates, opinions and analysis made by management in
light of its experience, current conditions and its expectations of
future developments as well as other factors which it believes to
be reasonable and relevant. Forward-looking statements and
information involve known and unknown risks, uncertainties and
other factors that may cause our actual results to differ
materially from those expressed or implied in the forward-looking
statements and information and accordingly, readers should not
place undue reliance on such statements and information. Risks and
uncertainties that may cause actual results to vary include but are
not limited to the speculative nature of mineral exploration and
development, including the uncertainty of resource estimates;
operational and technical difficulties; the availability to the
Company of suitable financing alternatives; fluctuations in copper
and molybdenum and other commodity prices; changes to and
compliance with applicable laws and regulations, including
environmental laws and obtaining requisite permits; political,
economic and other risks arising from our Peruvian activities;
fluctuations in foreign exchange rates; as well as other risks and
uncertainties which are more fully described in our annual and
quarterly Management's Discussion and Analysis and in other filings
made by us with Canadian securities regulatory authorities and
available at www.sedar.com. While the Company believes that the
expectations expressed by such forward-looking statements and
forward-looking information and the assumptions, estimates,
opinions and analysis underlying such expectations are reasonable,
there can be no assurance that they will prove to be correct. In
evaluating forward-looking statements and information, readers
should carefully consider the various factors which could cause
actual results or events to differ materially from those expressed
or implied in the forward looking statements and forward-looking
information.
Duran Ventures Inc.Jeffrey Reeder(416) 867-1591Duran Ventures
Inc.Dan Hamilton(416)
867-1591info@duranventuresinc.comwww.duranventuresinc.com
Duran Ventures Inc. (TSXV:DRV)
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