Azul Ventures Inc.

January 23, 2013 06:00 ET

Azul Amends Two Property Option Agreements and Drops A Non-Core La Higuera Property Option

TORONTO, ONTARIO--(Marketwire - Jan. 23, 2013) - Azul Ventures Inc. ("Azul", or the "Company") (TSX VENTURE:AZL) announced that it has signed amended agreements with the Caballo Blanco mineral rights owner and the Benja mineral rights owner. In addition, the Company has decided to drop the La Sin Nombre mineral concessions. The Benja and the La Sin Nombre mineral rights are part of the La Higuera Property.

Caballo Blanco Mineral Rights

Under the previous Caballo Blanco option agreement, the Company was required to make four remaining payments totaling US$925,000 and issue 400,000 common shares of Azul. The next payment of US$125,000 was due on or before January 1, 2013. The amended agreement reduces the total remaining payments to US$440,000, with an immediate payment of US$40,000. The revised cash and share payment schedule is outlined below (US$):

Revised Previous
Date Cash Shares Cash Shares
January 1, 2013 $ - - $ 125,000 -
January 21, 2013 40,000 400,000 - -
July 1, 2013 - - 100,000 150,000
December 15, 2013 50,000 250,000 - -
July 1, 2014 - - 200,000 -
December 15, 2014 100,000 400,000 - -
January 1, 2015 - - - 250,000
July 1, 2015 - - 500,000 -
December 15, 2015 250,000 - - -
Total $ 440,000 1,050,000 $ 925,000 400,000

In addition, the Company has agreed to grant to the Caballo Blanco property owner a 1% NSR on the Caballo Blanco exploitation claims. The Company may acquire the NSR at any time for US$500,000.

A map of the Caballo Blanco concessions is attached below in Figure 1.

Benja Mineral Rights (Canas Option Agreement)

The Company has agreed to increase the number of common shares payable under the Canas option agreement (Benja mineral rights) to 500,000 common shares; up from the 250,000 common shares, as previously announced in the Company's December 10, 2012 press release. Under the prior option agreement on the Benja properties, the Company was required to make four remaining payments totaling US$460,000. The amended agreement eliminates all of the remaining cash payments in exchange for the immediate issuance of 500,000 common shares. Upon the issuance of the 500,000 common shares, all conditions for Azul to have earned a 100% interest in the mining concessions that are subject to the Benja option agreement shall be fulfilled. The Benja option agreement concessions cover approximately 80 of the 1,230 hectare La Higuera Property.

The amended agreement relates to the exploitation concessions referred to "Canas" in Figure 2 below.

La Sin Nombre Mineral Rights (Alcayaga Option Agreement)

The Company has decided to drop the option agreement on the La Sin Nombre mineral rights (Alcayaga option agreement in Figure 2 below) which made up part of the La Higuera Property and the Company did not make the US$44,000 option payment under the agreement which was due on December 15, 2012. The focus of the Company's exploration at the La Higuera Property will be on the San Antonio (Molina) and Mina Sol (Gonzalez) mineral rights on which future exploration drilling and development will be planned. Option payments on the San Antonio and Mina Sol properties, under renegotiated terms totaling US$70,000, were made in December 2012.

All of the amended agreements remain subject to the receipt of regulatory approval, including the approval of the TSX Venture Exchange.

As a result of dropping the Alcayaga option agreement along with dropping the Findel option agreement, as announced in the Company's December 28, 2012 press release, the La Higuera Property now consists of four separate agreements over 1,076 hectares (down from six agreements over 1,230 hectares). A map of concessions at the La Higuera Property is attached below in Figure 2.

Amended and Restated Loan Agreement with Directors and Officers

The Company has also entered into amended and restated loan agreements with Tony Wonnacott, a director of the Company and Brad Boland, the Company's Chief Financial Officer and Corporate Secretary. Under these loan agreements, a total of $930,000 has now been made available and advanced to the Company. In addition, the Company entered into loan agreements with David O'Connor, President, CEO and a director of the Company and Francisco Schubert, the Company's Chilean Country Manager, under which US$120,000 has been made available and advanced to the Company. The loans accrue interest at a rate of 10% per annum and is payable at the end of the term of the loan, which has been deferred to March 15, 2013. The loans are unsecured and there are no conversion provisions.

About Azul Ventures Inc.

Azul Ventures Inc. is a mineral exploration company with the rights, through its wholly owned subsidiary Minera Azul Ventures Limitada, to acquire a 100% interest in two prospective copper-iron properties in La Higuera, Chile: the La Higuera Property and the Caballo Blanco Property. The properties are located approximately 600 km north of Santiago in a prolific I.O.C.G. belt surrounded by excellent infrastructure in a mining friendly jurisdiction.

The La Higuera Property was assembled as a result of the first-time consolidation of mining rights and covers a historic copper mining district with mining activity dating back to at least the late 18th century; however, there had been no known modern exploration conducted on the property. Since the consolidation of the mining rights in June 2011, Azul completed a rock sampling program, completed geophysical work which generated intense magnetic and chargeability anomalies coincident with existing copper workings, finalized a 4,088 m drill program and an underground mapping and sampling program.

The Caballo Blanco Property, which begins approximately 1 km southwest of the La Higuera Property, has historical copper workings and a total of 15 broad spaced reconnaissance holes were completed at Caballo Blanco by previous option holders. The Company has received and logged the core from these historical drill holes.

Cautionary Statements

Information set forth in this news release may involve forward-looking statements under applicable securities laws. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address expected future business and financial performance, and often contain words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions. All statements, other than statements of historical fact, are forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company's actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: the need for additional financing; operational risks associated with mineral exploration; market conditions; fluctuations in commodity prices; title matters; environmental liability claims and insurance; reliance on key personnel; the potential for conflicts of interest among certain officers, directors or promoters with certain other projects; the absence of dividends; competition; dilution; the volatility of our common share price and volume and the additional risks identified in the "Risk Factors" section of the Company's Filing Statement or other reports and filings with the TSX Venture Exchange and applicable Canadian securities regulations. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and Azul undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. Investors are cautioned against attributing undue certainty to forward-looking statements.

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Neither the 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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