Apoquindo Minerals Inc.

Apoquindo Minerals Inc.
Minera S.A.

Minera S.A.

April 21, 2009 09:01 ET

Apoquindo and Minera Announce a Joint Venture Agreement on Apoquindo Copper Oxide Project and Private Placement

- Minera's option to earn 50 percent of Copper Oxide Project by spending CDN$10.8 million - Minera's option to earn additional 15 percent by completing feasibility study - Strategic CDN$2 million private placement announced for Minera S.A.

VANCOUVER, BRITISH COLOMBIA and WASHINGTON, DISTRICT OF COLUMBIA--(Marketwire - April 21, 2009) - Apoquindo Minerals Inc. (Apoquindo) (TSX VENTURE:AQM) (BVLAC:AQM), a Canadian mineral exploration company today announced that Fabulosa Mines Limited (Fabulosa), a wholly-owned subsidiary of Minera S.A. (Minera), a diversified natural resources company (Fabulosa and Minera S.A., collectively, hereinafter referred to as Minera), has agreed on a proposal to form a joint venture on the Apoquindo Copper Oxide Project.

The joint venture is to be called "Antakena Mining" and under the joint venture agreement, Minera and Apoquindo will each own 50 percent of Apoquindo's mining assets in Chile after Minera vests its interest by completing CDN$10.8 million in expenditures within four years. Once Minera has earned a 50 percent interest, it has the option of earning an additional 15 percent interest (for a total of 65 percent) by completing a feasibility study on the project at a minimum cost of CDN$5 million.

Minera may also earn an additional 10 percent interest (for a total of 75 percent) by directly financing or arranging financing for the joint venture through to the commencement of commercial production.

"We are constantly looking for transactions that fit our strategic criteria. Apoquindo's advanced-stage project in Chile will position Minera as a stronger, more diversified company in terms of geographies and commodities," said Jim Komadina, Minera's President and CEO. "We are delighted with the possibilities that exist for our combined companies," added Komadina.

Minera and Apoquindo have also agreed to complete a non-brokered private placement of five million units at a price of $0.40 per unit for CDN$2 million.

The private placement is well-aligned with Minera's emphasis on strategic initiatives in acquiring natural resource assets within the Americas with a focus on production, including those projects in the advanced stages of development.

Each unit of the non-brokered private placement will consist of one common share and one half of one share purchase warrant. Each whole warrant will entitle the holder to purchase one additional common share at a price of $0.70 during the first year and a price of $0.90 during the second year after the closing date. Apoquindo will use the proceeds of the private placement to fund exploration programs on Apoquindo's mineral properties and for general working capital purposes. The private placement and joint venture agreement will be subject to customary regulatory approval.

Under the private placement, Minera will acquire ownership of, and control over, 5 million common shares of Apoquindo through a subscription of 5 million units representing approximately 12.4 percent of the issued and outstanding common shares of Apoquindo on a fully-diluted basis, pursuant to a subscription agreement dated April 20, 2009.

"Minera brings expertise and an entrepreneurial spirit to our management team's already extensive experience in the mining industry. Minera will also be a strong strategic partner as we develop the Apoquindo Copper Oxide project in Region II of Chile," said Cesar Lopez, Apoquindo's President and CEO. "I believe the proposed joint venture with Minera will create value for shareholders, benefit employees and support our communities."

About Minera S.A.

Minera S.A. is a diversified natural resources company with principal activities in gold mining operations and the development of exploration properties owned by its subsidiaries. Minera focuses on strategic investments that create maximum value, benefit employees and support the communities in which Minera works by targeting acquisitions of natural resource assets including projects in the late stages of development with a majority interest in gold-producing properties and mining, and exploration rights in the United States, Canada and throughout the Americas.

About Apoquindo

Apoquindo Minerals Inc. (TSX VENTURE:AQM)(BVLAC:AQM) is a Canadian based mineral exploration company whose principal purpose is the acquisition and development of base and precious metal deposits in South America. The Company is advancing its Apoquindo Copper Oxide Project in Chile comprised of prospective leachable copper deposits under option located in a historic mining district in the Antofagasta Region's Coastal Range.

This news release may contain forward-looking information including but not limited to comments regarding the timing and content of upcoming financings, work programs, geological interpretations, receipt of property titles, potential mineral recovery processes, etc. Forward-looking information includes disclosure regarding possible future events, or conditions or results of operations that is based on assumptions about future economic conditions and courses of action, and therefore, involves inherent risks and uncertainties. Although management has a reasonable basis for the conclusions drawn, actual results may differ materially from those currently anticipated in such statements.

The TSX Venture Exchange has not reviewed and does not take responsibility for the accuracy of this release.

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