Alien Metals Regulatory News (UFO)

16 Mar 2006 07:04

Hard Assets Inc16 March 2006 AIM: HAI March 16, 2006 PROPOSED MERGER WITH ARIAN SILVER CORPORATION LIMITED Hard Assets Inc. (AIM:HAI) ("Hard Assets") has entered into an agreement datedMarch 9, 2006 with Arian Silver Corporation Limited ("Arian Silver" or "Arian")under which the parties have entered into a legally binding agreement tocomplete a merger of the two companies, subject to certain conditions. Theagreement provides that Hard Assets shareholders will receive one share of themerged company for each share held by them in Hard Assets, and Arian Silvershareholders will receive two shares of the merged company for each share heldby them in Arian Silver. The transaction will constitute a reverse takeover ofHard Assets by Arian Silver. The merged company is expected to be named ArianSilver Corporation, and will be under the corporate jurisdiction of the BritishVirgin Islands. Closing has been scheduled for April 30, 2006. Closing of themerger is subject to certain conditions, including: o The publication of an AIM re-admission document, approval from Hard Assets' shareholders, and the re-admission of the merged company's shares to trading on AIM; o completion of due diligence by both parties; o completion of an equity financing into Arian of US$2,000,000 at US$.50 per share (US$0.25 per share on a post-merger basis); o Hard Assets being continued from British Columbia into the British Virgin Islands; and o certain regulatory approvals including approval of the merger in the appropriate jurisdiction and by all applicable regulatory bodies. The merged company is expected to have 85,899,203 shares in issue uponre-admission (94,928,803 on a fully diluted basis) of which existingshareholders of Arian Silver will own approximately 57% (61% on a fully dilutedbasis) and existing shareholders of Hard Assets will own approximately 43% (39%on a fully diluted basis). Security holders of Arian Silver will hold 5,830,000options of the merged company exercisable at 15p per share; 2,899,600 warrantsexercisable at US $0.175 per share; and 400,000 options at a price to bedetermined. Security holders of Hard Assets will hold 300,000 optionsexercisable at C $0.12 per share. Arian Silver is a privately owned company incorporated in the British VirginIslands which, through its 100% owned subsidiary Arian Silver Mexico S.A. deC.V., holds interests in concessions and options relating to 22 mineralexploitation titles for silver (and other minerals) in Mexico. These interestscomprise a mixture of 'brownfield' and 'grassroots' properties in three separategeographical locations (Zacatecas, Ojocaliente, and Sombrerete), covering anarea of some 3,500 hectares (ha). The Zacatecas properties comprise the Calicanto Group and the Los Campos Group.In the case of the Calicanto Group, Arian is pushing an exploration decline aditalong a 4.5m wide mineralized structure, where some of the better assay resultsof channel sampling have returned >10,000 g/t (grams per tonne) silver and 10.7g/t gold over 1.2 metres (m) and 1,720 g/t silver and 1.9 g/t gold over 1.7m.There are five known vein structures on the property: Calicanto, SanBuenaventura, Nevada, Vicochea, and Baroness Veins. In the Ojocaliente area, Arian's most important and advanced concession is SanCelso, where Arian has accessed the San Celso mine to 130m. Although quiteextensively stoped, Arian has found mineralization in both the footwall andhangingwall of the main vein (some of this mineralization is 6m wide), and a newmineralized structure some 115m away. Arian has re-laddered the shaft and iscurrently doing likewise on a second shaft within this property. The potentialon the San Celso property lies in the San Celso and Las Cristinitas veins andextensions of mineralization along strike and at depth. It is also possible thatthere are other veins, either partially exploited by the San Celso mine workingsor undiscovered, on the property. Other concessions within this group comprise amixture of 'brownfield' and 'grassroot' sites, which Arian is currentlyexploring. The Sombrerete properties are located in western Zacatecas State, and theprincipal area of interest here is the old Reyna Victoria Mine and thesurrounding area. In addition to the hardrock properties mentioned above, Arian is currentlynegotiating the acquisition of a number of silver tailings projects, which theybelieve have the potential for short-term positive cashflow. Arian's initial strategy is to: - • Obtain advanced and low-cost (acquisition cost) silver or silver-equivalent projects and rapidly build up NI 43-101 or JORC compliant resources in the ground using a combination of systematic exploration methods, and/or acquisitions. Arian is focusing its exploration efforts in one of the richest known silver-bearing districts in the world - the Zacatecas State of Mexico. • Focus on short-term silver production. Arian is in the process of negotiating to acquire a number of new properties, including ancient tailings properties, with the potential for profitable production, and short-term resource potential in excess of 50,000,000 + ounces of silver or silver equivalent mineralization. • Focus on projects with prior exploration and production history, thereby reducing risks and capital costs. Arian's forward-looking strategy is to: - • Develop projects towards production through a combination of company development and/or joint venture/acquisition opportunities. • Building shareholder leverage to silver through expanding silver resources, and eventually production per share. The Board and senior management of the merged company will be: - Anthony (Tony) J Williams (Non-Executive) Chairman James (Jim) T Williams Chief Executive Officer James S Cable Finance Director Thomas A Bailey Non-Executive Director David Cohen Non-Executive Director J Merfyn Roberts Non-Executive Director Graham A Potts Company Secretary Richard K Berry Country Manager and Local Director - Mexico Marcial Chavez Quinto Consultant and Local Director - Mexico Brief biographies are set out in Appendix 1 to this release. A further announcement will be made in due course. In view of these discussions,Hard Assets' shares will be suspended from trading on AIM until either thepublication of an admission document in respect of the merged company, or anannouncement to the effect that discussions have been terminated. On behalf of Hard Assets Inc."Gordon B. Keep"President & Director For additional information, contact: Gordon B. KeepTel: 604.609.6110Email: gkeep@endeavourfinancial.com Not for distribution to United States newswire services or for dissemination inthe United States of America APPENDIX 1 Anthony (Tony) J Williams Tony Williams, Chairman, is the founder and Chairman of the Dragon Group, aprivately owned group of companies with interests in international miningfinance and project management. He is a director or Chairman of several public(AIM, TSX) exploration and mining companies developing precious metal, basemetal and diamond deposits worldwide. James (Jim) T Williams Jim Williams is an exploration and mining geologist with more than 20 yearsexperience worldwide for a variety of minerals. For the past three to four yearsMr. Williams has been evaluating silver (and gold) projects in Mexico and isvery familiar with epithermal, skarn and VMS systems. In addition, he isinvolved with project financing, and is conversant with the US, Canadian and UKfinancial markets and is a director or has been a director of a number ofmineral and mining companies. James S Cable James Cable is a Finance Director with extensive experience at board level inquoted and entrepreneurial private companies. He has significant internationaland commercial experience gained in the Middle East, Africa, Far East and Europein several business sectors including oil and construction. He has been aChartered Accountant for 27 years. Thomas A Bailey Tom Bailey qualified as a solicitor in 1975. He worked as an in-house lawyer fora number of years with Citibank and Chase Manhattan before returning to privatepractice, to establish a law firm specializing in commercial law, where he wassenior partner. Mr. Bailey has for a number of years carried out consultancywork for various companies and now acts as consultant to the Dragon Group. David Cohen David has over 20 years experience in operations, project development andfinancing of the mining industry. He is the President and CEO of Northern OrionResources, a Toronto and Amex listed intermediate copper and gold producer inSouth America and chairman of Eastern Platinum Limited. He is a director of anumber of resource companies and has initiated and closed major resourceacquisitions and equity raisings globally. J Merfyn Roberts Mr. Roberts has extensive experience in finance, particularly with respect tothe natural resource sector. This includes investment analysis, managingspecialty investment products, the establishment and management of an equityfund specializing in natural resources, and serving as the investment directorfor a securities firm and an investment fund. Mr. Roberts is also a director ofseveral junior resource issuers. Graham A Potts Graham Potts FCIS is a Chartered Secretary with over 30 years corporateexperience, gained with private, public and multinational companies, much ofwhich relates to the international mining sector. Since 1995 he has beenproviding business management services to the Dragon Group as well as a numberof junior resource companies. He is also Corporate Secretary of a TSX/AIM listedjunior mining company. Richard K Berry Richard Berry has been a geologist in the mining and mineral explorationindustry for over 25 years and has extensive experience in South America,Africa, Arabia and Europe, working on a variety of precious metal projects.Previously, he was Country Manager for TSX- and JNB- listed companies inVenezuela and Brazil. His expertise in project management includes runningexploration programs, feasibility studies and mining and recovery operations. Heis a director of Arian Silver Mexico S.A. de C.V. Marcial Chavez Quinto Ing. Marcial Chavez Quinto graduated as an Electrical Engineer from the MexicanNational Polytechnic Institute in 1972. He has worked as a consulting engineerin Mexico and overseas for a number of Mexican and international companies,including Minera Teck-Cominco, Continum Resources, Vista Gold, Minco Plc,Penoles, and Minera Autlan amongst others. He is a director of Arian SilverMexico S.A. de C.V. This information is provided by RNS The company news service from the London Stock Exchange