Last checked at 9 Nov 2009 07:00
Uruguay Mineral Exploration Inc. ("UME" or Company") (TSX VENTURE:UME) (LSE:UGY), and Fortune Valley Resources Inc. ("Fortune Valley") (TSX Venture Exchange: FVX) announce today that on November 8, 2009 they signed a definitive arrangement agreement (the "Arrangement Agreement") to combine their respective businesses (the "Transaction"). In connection with the Transaction, UME has agreed to acquire all of the issued and outstanding common shares of Fortune Valley. The Transaction will be structured as a Plan of Arrangement between UME, a wholly-owned subsidiary of UME and Fortune Valley. A copy of the Arrangement Agreement will be available on SEDAR www.sedar.com. The Arrangement Agreement replaces the letter of intent that was previously announced by the Company on October 5, 2009.
Compelling Business Combination
On completion of the Transaction, the combined companies will move towards both companies' strategic objective of creating a more significant Latin American focused gold producer with:
UME's gold production profile of at least 190,000 ounces over the four years to May 31, 2013 from open pit operations at the San Gregorio mine in Uruguay with the potential to significantly improve this profile and reduce cash costs with the development of the Arenal Deeps underground deposit. Fortune Valley's optioned Pantanillo property in the Maricunga Belt in Chile from a subsidiary of Anglo American Plc. Historical drilling has identified a potential mineral deposit on this property as announced by Fortune Valley in a news release dated October 5, 2009. A planned exploration and development program targeting the definition of a NI43-101 compliant mineral resource is expected to commence within three months of closing of the Transaction with the objective of creating a second production asset for the group. Further growth potential from the combined group's exploration portfolio in Chile and Uruguay including the Anillo project in Northern Chile which is along strike from the El Peñón mine operated by Yamana Gold Inc. The combined group would have no debt and no hedging, with approximately $US 8 million of cash.David Fowler, Chief Executive Officer of UME stated: "We are pleased to have signed this agreement with Fortune Valley and expect to complete the Transaction in December 2009. The Transaction combines UME's production profile with Fortune Valley's development and exploration projects and is expected to put the combined companies on a renewed growth path".
Highlights of the Transaction
The acquisition will be satisfied through the issue of common shares in UME at an exchange ratio of 0.4534 of a UME share and $C 0.001 for every one Fortune Valley share, representing a purchase price of approximately $C 0.23 per Fortune Valley share valuing Fortune Valley at approximately $C 8 million.
Following the Transaction, UME would have approximately 64.5 million common shares issued and outstanding, with former Fortune Valley shareholders holding UME common shares representing approximately 25% of the issued and outstanding common shares of UME. Fortune Valley would be a wholly owned subsidiary of UME.
The Transaction was unanimously approved by the boards of directors of UME and Fortune Valley. The current CEO of UME, Mr. David Fowler, will remain CEO of UME and the Board of UME will remain unchanged. The directors and officers of Fortune Valley will resign on closing of the Transaction and will be replaced by nominees of UME. Blackmont Capital Inc. has advised to the board of directors of Fortune Valley that, subject to final documentation, the proposed Transaction is fair, from a financial point of view, to Fortune Valley shareholders.
The Arrangement Agreement includes a commitment by Fortune Valley not to solicit or initiate discussions concerning alternative transactions. Fortune Valley has agreed to pay a break fee of US$ 300,000 in certain circumstances related to a superior proposal.
Closing
Completion of the Transaction is expected to occur before December 31, 2009, and is subject to customary conditions, including the receipt of regulatory and court approvals and the approval of the Transaction by Fortune Valley shareholders at a special meeting of shareholders called for such purpose to be held on or about December 11, 2009. UME shareholders are not required to vote on the transaction.
Certain Directors of Fortune Valley, holding approximately an aggregate of 30% of its outstanding common shares, have agreed to vote their shares in favour of the Transaction.
There can be no assurance that the Transaction will be approved by Fortune Valley shareholders or that any transaction will be completed as a result of the execution of the Arrangement Agreement.
Qualified Persons Statements
The information presented in this press release on UME assets has been reviewed and verified for compliance with NI 43-101 by Mr George Schroer, Vice President Exploration and a Certified Professional Geologist (CPG 10891). Information on the potential mineral deposit quoted by Fortune Valley have not been reviewed sufficiently by Mr. Schroer to qualify as a mineral resource for UME and the information should not be treated as reliable until further qualifying work has been completed. Mr Schroer is the Qualified Person for the purposes of the AIM Guidance Note on Mining Companies dated March 2006. Mr Schroer has a Masters of Science in Geology from Colorado State University and is a member of SEG and AIPG. He has over 20 years of international experience in exploration.
Forward-Looking Information
Cautionary Note: This news release contains "forward looking information" within the meaning of the Canadian securities legislation. Forward looking information, includes but is not limited to, information concerning the proposed business combination between UME and Fortune Valley and matters relating there to remaining production profile at San Gregorio, production rates at San Gregorio, the development of the Pantanillo and Anillo properties and 43-101 resource calculations at Pantanillo. Generally forward looking information can be identified by the use of forward looking terminology such as "plans", "expects", "or does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "targets", "intends", "anticipates", "does not anticipate" or variations of such words or phrases or statements that certain actions, events and results "may", "could", "would", "might", "will be taken", "occur" or will be achieved. Forward looking information is based on the opinions of management at the dates that the information are made, and is based on a number of assumptions and is 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 information. Assumptions upon which such forward-looking information is based include, without limitation, that the shareholders of Fortune Valley will approve the transaction, that all required third party regulatory and governmental approvals to the transaction will be obtained and all other conditions to completion of the transaction will be satisfied or waived. Many of these assumptions are based on factors and events that are not within the control of UME or Fortune Valley and there is no assurance they will prove to be correct. Factors that could cause actual results to vary materially from results anticipated by such forward-looking information include changes in market conditions, variations in ore grade or recovery rates, risks relating to international operations, fluctuating metal prices and currency exchange rates, changes in project parameters, the possibility of project cost overruns or unanticipated costs and expenses, labour disputes and other risks of the mining industry, failure of plant, equipment or processes to operate as anticipated, permitting and land access time lines, development plans being more time consuming or costly than expected as well as those risk factors discussed in the Management Discussion and Analysis and Annual Information Form for the year ended May 31 2009 for UME and December 31, 2008 for Fortune Valley available at www.sedar.com. Although UME and Fortune Valley have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. UME and Fortune Valley undertake no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking information.
Additional information about UME is available at www.uruguayminerals.com
Additional information on Fortune Valley is available at www.fortunevalleyresources.com
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.
Editors' note: Uruguay Mineral Exploration Inc. is a gold producer and exploration company focused on identifying and developing mineral opportunities in Latin America. UME 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 is also the leading mineral exploration company in Uruguay having assembled an exploration portfolio based on gold, base metals and diamond prospects.
Uruguay Mineral Exploration Inc. is quoted in Canada (TSXV) and London (AIM) and Matrix Corporate Capital LLP is its Nominated Adviser and Broker.
| CONTACT: | Uruguay Mineral Exploration Inc | |
| David Fowler, CEO, 598 2 6016354 | ||
| urumin@ume.com.uy | ||
| or | ||
| Matrix Corporate Capital LLP | ||
| Louis Castro, +44 (0) 203 206 7209 | ||
| Tim Graham, +44 (0) 203 206 7206 |
Copyright Business Wire 2009