Last checked at 7 Jan 2010 16:34
Uruguay Mineral Exploration Inc. and Fortune Valley Resources Inc.Announce Completion of Plan of Arrangement
Change of Name from Uruguay Mineral Exploration Inc. to Orosur Mining Inc.
MONTEVIDEO, Uruguay and Vancouver, British Columbia - Uruguay Mineral Exploration Inc. ("UME" or the "Company") (TSX-V: UME; LSE:UGY) and Fortune Valley Resources Inc. ("Fortune Valley") (TSX VENTURE: FVX) today announce the completion of the previously announced plan of arrangement (the "Arrangement"), pursuant to which UME has acquired all of the issued and outstanding common shares of Fortune Valley in consideration for 0.4534 of one UME common share plus C$0.001 in cash for each common share of Fortune Valley.
David Fowler, Chief Executive Officer of UME stated: "The completion of the Fortune Valley acquisition is a major milestone for UME in improving the Company's growth profile in a recognized mining market such as Chile. Our exploration team has been established in Chile and drilling is planned to commence on the Pantanillo project during January 2010".
The Arrangement was carried out pursuant to the provisions of the Business Corporations Act (British Columbia) and was approved by the Supreme Court of British Columbia and the affirmative vote of Fortune Valley's shareholders at a special meeting of the shareholders held on December 29, 2009. Pursuant to the Arrangement, UME acquired 34,772,025 issued and outstanding common shares of Fortune Valley (representing 100% of Fortune Valley's outstanding common shares) in consideration for the issuance of 15,765,638 common shares in UME and cash consideration in the aggregate amount of C$ 34,772. In addition, holders of Fortune Valley options are entitled to receive 1,008,815 UME common shares on exercise of 2,225,000 Fortune Valley options.
The Fortune Valley common shares are expected to be de-listed from the TSX Venture Exchange shortly after the date hereof.
Application has been made to the London Stock Exchange for the 15,765,638 new common shares in the Company issued pursuant to the Arrangement to be admitted to trading on AIM. It is expected that admission will become effective and dealings in the 15,765,638 new common shares will commence on AIM at 8.00 a.m. GMT on January 8, 2010. As a result of this issue of new shares pursuant to the Arrangement, the Company's share capital consists of 64,432,706 common shares. The Company does not hold any shares in treasury.
Holders of Fortune Valley common shares are reminded that, in order to receive the consideration to which they are entitled pursuant to the Arrangement, they should properly complete and execute, as soon as possible, the Letter of Transmittal delivered to them in connection with seeking the approval of the shareholders of Fortune Valley for the Arrangement, and present and surrender the certificate(s) representing their common shares in accordance with the Letter of Transmittal, to Computershare Investor Services Inc., the depositary for the Arrangement, at the address indicated in the Letter of Transmittal. Fortune Valley shareholders who have any questions or require more information with regard to the Arrangement or the receipt of UME common shares should contact:
Computershare Investor Services Inc.100 University Ave.9th Floor, North TowerToronto, Ontario M5J 2Y11-800-564-6253 (toll free in Canada and the United States)514-982-7555 (international direct dial)
Change of Name to Orosur Mining Inc.
Following the passing of the resolution to change the name of the Company to Orosur Mining Inc. at the Annual General Meeting held on October 13, 2009, the Company is pleased to announce that the common shares in the Company will commence trading under the name Orosur Mining Inc. with effect from January 8, 2010 for shares quoted on the TSX Venture Exchange and with effect from January 11, 2010 for shares quoted on the AIM market of the London Stock Exchange. The new TIDM of the Company on the London Stock Exchange and symbol on the TSX Venture Exchange will be 'OMI'. The new ISIN will be CA6871961059.
The Company's website address will remain as www.uruguayminerals.com until further notice.
David Fowler, Chief Executive Officer of UME stated: "The change in name to Orosur Mining Inc, reflects the broader focus of the Company on South America gold development rather than in Mineral Exploration in Uruguay.
About Fortune Valley
Fortune Valley is a mining company focused on creating shareholder wealth through the development of high quality gold assets in Chile and Argentina.
About the Company
The Company is a gold producer and exploration company focused on identifying and developing gold projects in Latin America. The Company is a fully integrated mining company, possessing the skills necessary to explore and develop its discoveries. The Company operates the only producing gold mine in Uruguay (San Gregorio), and has assembled an exploration portfolio of high quality assets in Uruguay, Chile and Argentina.
The Company is quoted in Canada (TSX Venture Exchange) and London (AIM) and Matrix Corporate Capital LLP is its Nominated Adviser and Broker.
Forward Looking Statements
This news release may contain certain information that constitutes forward-looking statements. Forward-looking statements are frequently characterized by words such as "plan," "expect," "intend," "believe," "anticipate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. These factors include the inherent risks involved in the exploration and development of mineral properties and other factors described above and in the Company's most recent annual information form under the heading "Risk Factors" which has been filed electronically by means of the Canadian Securities Administrators' website located at www.sedar.com. The Company disclaims any obligation to update or revise any forward-looking statements if circumstances or management's estimates or opinions should change. The reader is cautioned not to place undue reliance on forward-looking statements.
ENDS
Neither 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.
For further information, please contact:
Uruguay Mineral Exploration Inc.Puntas de Santiago 1604Montevideo, UruguayC.P. 11500
Attention:Uruguay Mineral Exploration IncDavid Fowler, CEO: + 598 2 6016354; david.fowler@ume.com.uyIgnacio Salazar, CFO: + 598 2 601 6354; ignacio.salazar@ume.com.uy
Matrix Corporate Capital LLPLouis Castro, +44 (0) 203 206 7209Tim Graham, +44 (0) 203 206 7206
Additional information about UME is available at www.uruguayminerals.com
Additional information on Fortune Valley is available at www.fortunevalleyresources.com
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