Aegean Metals Group Inc.
TSX VENTURE : AGN
FRANKFURT : A91

Aegean Metals Group Inc.

November 05, 2014 02:30 ET

Aegean Metals Group & Mariana Resources Limited Sign Plan of Arrangement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Nov. 5, 2014) - Aegean Metals Group Inc. (TSX VENTURE:AGN) (FRANKFURT:A91) ("Aegean" or the "Company") and Mariana Resources Limited (AIM:MARL) ("Mariana") are pleased to announce the signing, as of November 4th, 2014, of an arrangement agreement (the "Arrangement Agreement") pursuant to which, and in accordance with the Business Corporations Act (British Columbia), Mariana will acquire all of the issued and outstanding common shares of Aegean (the "Aegean Shares") (the "Transaction").

Terms of the Transaction

Under the terms of the Arrangement Agreement, Mariana will acquire all of the issued and outstanding Aegean Shares in consideration for the issuance of 1.902 ordinary shares of Mariana (the "Mariana Shares") for every one Aegean Share held.

Holders of outstanding options to acquire Aegean Shares ("Aegean Options") and outstanding warrants to acquire Aegean Shares ("Aegean Warrants") will be entitled to receive, upon exercise of an Aegean Option or an Aegean Warrant, for the same aggregate consideration, 1.902 Mariana Shares in lieu of each Aegean Share.

Upon completion of the Transaction, the current management team of Mariana will manage the affairs of Aegean.

Aegean will shortly release a management information circular and the notice of meeting and proxy form to all Aegean shareholders, which will describe full details of the Transaction. The boards of both Aegean and Mariana have approved the Transaction.

Complete details of the Arrangement Agreement may be found at www.aegeanmetalsgroup.com or www.marianaresources.com or on SEDAR at www.sedar.com.

Closing Conditions

A special meeting of Aegean's shareholders is expected to be held in Vancouver on or before January 9th, 2015 to obtain necessary shareholder approval. Completion of the Transaction is subject to certain customary conditions, including, without limitation, receipt of all necessary court, shareholder, and regulatory approvals, including from the TSX Venture Exchange and the London Stock Exchange - AIM.

It is currently anticipated that the Transaction will be completed on or before January 16th, 2015.

About Aegean Metals Group Inc.

Aegean Metals Group Inc. (TSX VENTURE:AGN) (FRANKFURT:A91) is a Canadian junior exploration company focused on the acquisition, exploration and development of high grade gold, copper and polymetallic deposits in favourable jurisdictions that have the potential to become operating mines with strong cash flows. The Company currently holds two projects in Turkey: the recently optioned Hot Maden gold and base metal prospect in northeast Turkey and the Ergama high sulfidation epithermal gold prospect in western Turkey, where Aegean will ultimately retain a 49% interest upon completion of Teck Resources' back-in expenditure commitments. In northern Chile, the Company also recently staked two new exploration prospects, the Doña Inés gold-silver property and the Exploradora East prospect. For more details on the Company, please visit www.aegeanmetalsgroup.com.

ForwardLooking Statement

This news release includes certain "forward‐looking information" within the meaning of that phrase under Canadian securities laws. Without limitation, statements regarding potential mineralization and resources, exploration results, and future plans and objectives of the Company contain forward-looking information that involves various degrees of risk. Forward‐looking information reflects management's beliefs and assumptions and subject to known and unknown risks and uncertainties, both general and specific to the Company. Although the Company believes the expectations expressed in such forward‐looking information are reasonable, such information and statements are not guarantees of future performance and actual results or developments may differ materially from those in our forward-looking information. The following are important factors that could cause the Company's actual results to differ materially from those expressed or implied by such forward-looking information: changes in the world wide price of commodities, general market conditions, risks inherent in exploration, risks associated with development, construction and mining operations, the uncertainty of future profitability and the uncertainty of access to additional capital. Additional information regarding the material factors and assumptions that were applied to develop this forward-looking information as well as the various risks and uncertainties we face are described in greater detail in the "Risk Factors" section of Management's Discussion and Analysis of our financial results and other continuous disclosure documents and financial statements we file with the Canadian securities regulatory authorities which are available at www.sedar.com. The Company undertakes no obligation to update this forward‐looking information except as required by applicable law.

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.

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