Augyva Mining Resources Inc.
TSX VENTURE : AUV

Augyva Mining Resources Inc.

January 13, 2011 17:13 ET

Augyva Mining Resources Inc. Announces Proposed Terms in Order to Acquire Niocan Inc.

LA MACAZA, QUEBEC--(Marketwire - Jan. 13, 2011) - Augyva Mining Resources Inc. (TSX VENTURE:AUV) (« Augyva ») announced yesterday that it has the intention to make an offer (the « Offer ») to acquire all of the issued and outstanding common shares of Niocan Inc. (TSX : NIO) (« Niocan »).

Augyva intends to offer shareholers of Niocan one and a half (1.5) common share of Augyva and a cash payment of ten cents (C$0.10) for each common share of Niocan, which represents a 41.6% premium to the closing price of the Niocan common shares on the Toronto Stock Exchange (the « TSX ») on January 11, 2011, the last trading day immediately prior to the announcement of the Offer. It is also a premium of 45.1% to the volume weighted average price on the TSX for the twenty (20)-trading day period ending as at the same date. Futhermore, the Offer, which values Niocan's equity at C$12,354,480 on a fully diluted basis, represents a premium of 6.25% to Niocan's closing price of C$0.56 on the TSX on January 12, 2011. Augyva estimates that Niocan has approximately 20,763,833 common shares currently outstanding. Full details of the Offer will be included in the formal Offer, take-over bid circular and related documents to be publicly filed with Canadian securities regulators and mailed to Niocan's shareholders.

The acquisition is consistent with Augyva's strategy of consolidating quality magnetite iron ore projects. Niocan's mining operations are a natural fit and present tremendous synergies with Augyva's Duncan Lake Iron Ore project. "Augyva's offer represents an attractive premium and valuation for Niocan's shareholders. It also provides them with the opportunity to receive common shares of Augyva and participate in the high success of a company formed by the combination of Niocan and Augyva said Georges-Yvan Gagnon, President & Chief Executive Officer of Augyva. Mr. Gagnon added, "We continue to believe that bringing these two assets together would create a significant Quebec based iron ore player."

Augyva will formally request a Niocan shareholder list today and intends to file and mail the formal Offer, take-over bid circular and related documents as soon as possible following receipt of the shareholder list.

Completion of the Offer will be subject to, among other things, the valid deposit under the Offer and non-withdrawal of at least a majority of the Niocan shares on a fully diluted basis, the receipt of all necessary regulatory approvals, no material adverse change in Niocan before completion of the Offer and the approval of the shareholders of Augyva should the contemplated transaction result in the creation of a new Control Person (as that term is defined in the policies of the TSX Venture Exchange). Other conditions will include those typical for a transaction of this nature.

This announcement does not constitute an offer to purchase or a solicitation of an offer to sell securities. The Offer to acquire the outstanding common shares of Niocan described in this announcement has not yet commenced and will be made only by the formal Offer, take-over bid circular and related documents to be publicly filed with Canadian securities regulators and mailed to Niocan's shareholders.

About Augyva Mining Resources Inc.

Augyva is an exploration and development company with holding five (5) properties located in the James Bay and Abitibi regions of the Province of Quebec. Its major project under development is the Duncan Lake Property located in the western part of the La Grande Greenstone Belt and hosts Algoma type iron deposits in a volcano-sedimentary sequence. The property, directly accessible by road, covers 4,615 hectares. Further to a drilling program of over 10,000 meters, completed in May 2009, a National Instrument NI 43-101 compliant technical report on the mineral resource estimate (the « Technical Report »), prepared by Met-Chem Canada Inc., was released in March 2011. Met-Chem has further continued to carry out an internal opportunity study of the property. Augyva also awarded Roche Ltd. the mandate to carry out an environmental scoping study (ESS) for the project. Other iron and related opportunities continue to be evaluated on an ongoing basis.

In addition to advancing the Duncan Lake Iron Ore Project, Augyva holds an 100% interest on four (4) highly prospective gold and base metal properties: Yasinski (gold, platinum, chromite and other base metals) and Kali (gold, copper and other base metals) in the James Bay region, and: Senneville (gold) and Malartic (gold) in the Abitibi region. For more information about Augyva, go to www.augyva.com.

Auguya has retained Industrial Alliance Securities Inc. as advisor in connection with the Proposed Transaction.

This news release may contain certain forward-looking information. All statements included herein, other than statements of historical fact, are forward-looking information and such information involves various risks and uncertainties. There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information. A description of assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in Augyva's disclosure documents on the SEDAR website at www.sedar.com. Augyva does not undertake to update any forward looking information except in accordance with applicable securities laws.

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.

Contact Information

  • Augyva Mining Resources Inc.
    Georges-Yvan Gagnon - P.Geologist
    President and Chief Executive Officer
    819-275-1614
    819-275-2254 (FAX)
    www.augyva.com