July 20, 2009 13:56 ET

Bacanora Announces Acquisition of Mexico Exploration and Development Stage Mining Interests as Qualifying Transaction

CALGARY, ALBERTA--(Marketwire - July 20, 2009) - BACANORA MINERALS LTD. (TSX VENTURE:BCN.P) (the "Corporation" or "Bacanora"), a capital pool company, is pleased to announce that it has entered into a binding letter agreement (the "Agreement") dated July 17, 2009 regarding the acquisition of Mineramex Limited, a BVI company whose sole assets consist of 99.9% of the issued and outstanding shares of Minera Sonora Borax, S.A. de C.V. ("MSB") and 60% of the issued and outstanding shares of Minerales Industriales Tubutama, S.A. de C.V. ("MIT"). MSB and MIT are two Mexican corporations that hold certain exploration and development stage borate and other mining claims in the Magdalena and Tubutama regions in the northern Sonora State of Mexico.

Under the Agreement, Bacanora will acquire all of the issued and outstanding shares of Mineramex, together with outstanding loans owing by MIT to Tubutama Borax PLC ("Tubutama") (the sole shareholder of Mineramex) and a director thereof, for an aggregate purchase price of Cdn.$5,250,000, consisting of: (a) a cash payment to Tubutama in the amount of Cdn.$250,000; and (b) the issuance of an aggregate of 21,739,130 common shares in the capital of Bacanora (each, a "Bacanora Share") at an ascribed price of Cdn.$0.23 per share. Upon closing, Bacanora will grant or reserve a 3% royalty to Tubutama, or as Tubutama may otherwise direct, in respect of all minerals that are produced from the lands held by MSB and MIT. The Agreement further calls for the completion of a private placement of a minimum of 6,000,000 Bacanora Shares and a maximum of 8,000,000 Bacanora Shares at a price of Cdn.$0.25 per share, for minimum aggregate gross proceeds of $1,500,000 and maximum aggregate gross proceeds of $2,000,000 (the "Private Placement"). In connection with the execution of the Agreement, Bacanora has advanced the sum of $25,000 as an advance to preserve the assets of Mineramex. Up to $25,000 in additional funds will be advanced by Bacanora to Mineramex as a refundable deposit upon receipt of acceptance by the TSX Venture Exchange (the "Exchange").

Completion of the Qualifying Transaction is subject to a number of conditions, including, but not limited to: the satisfaction of the minimum listing requirements of the Exchange; Exchange approval of the Qualifying Transaction; completion of the Private Placement; a satisfactory due diligence review by Bacanora; receipt of a report completed in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101"); receipt of a satisfactory valuation; completion or waiver of sponsorship; the entering into of a definitive purchase and sale agreement; the approval of the board of directors of Bacanora.

Trading in Bacanora Shares will remain halted pending receipt by the Exchange of certain required materials from the Corporation and the issuance of a more fulsome press release in satisfaction of the disclosure requirements of the Exchange. The Corporation will issue such a news release upon finalization and filing of the aforementioned report pursuant to NI 43-101.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

Forward Looking Statements

Except for statements of historical fact relating to the Corporation, certain information contained herein constitutes forward-looking statements. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Except as required by applicable securities requirements, the Corporation undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change. The reader is cautioned not to place undue reliance on forward-looking statements.

Neither TSX Venture Exchange nor ts Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of the release.

Contact Information

  • Bacanora Minerals Ltd.
    Paul Conroy
    President and Chief Executive Officer
    (403) 697-4005
    (403) 263-0271 (FAX)