Dunav Resources Ltd.

Dunav Resources Ltd.

August 23, 2011 09:43 ET

Dunav Resources Announces Exercise of Option to Acquire Serbian Assets

LONGUEUIL, QUÉBEC--(Marketwire - Aug. 23, 2011) - Dunav Resources Ltd. (TSX VENTURE:DNV) (the "Company" or "Dunav") is pleased to announce that it has notified Dundee Precious Metals Inc. ("DPM") of its decision to exercise its option (the "Option") to acquire from DPM a 100% interest in certain mineral projects in Serbia (the "Projects").

The conditions to exercise the Option included a minimum equity financing of $10 million and minimum expenditures of $3 million on the Projects. DPM and Dunav have agreed to reduce the minimum expenditure requirement to $1 million. As of July 31, 2011, Dunav has spent approximately $1.6 million on the Projects. With the private placements completed in October 2010 and June 2011 (the "Combined Financing"), the Company raised a total of $16,725,968. In consideration for the reduction in the expenditure requirement, the number of units of the Company's securities to be issued to DPM will take into account all securities issued under the Combined Financing.

The Company has submitted to DPM the notice of exercise and expects to complete the acquisition of the Projects on or about September 1, 2011 (the "Closing"). At Closing, the Company will issue to DPM 47,257,922 common shares (representing 47.5% of the current issued and outstanding capital of the Company on a non–diluted basis) and warrants to purchase 36,790,009 common shares at a price of $0.42 each for a period of 24 months from issuance, subject to acceleration under certain circumstances. In accordance with the policies of the TSX Venture Exchange, the securities issued to DPM will be subject to escrow.

On Closing, the parties will also enter into certain other ancillary agreements, including: a standstill agreement relating to certain conduct of DPM, dependent upon its ownership position in Dunav, relating to take-over bids; and the grant by Dunav to DPM of qualification rights pursuant to which DPM will be entitled to request the qualification for distribution by prospectus in all provinces of Canada (other than Québec) of DPM's shares of Dunav, at DPM's expense, and as long as DPM holds more than 20% of the outstanding shares of Dunav. DPM also has a participation right to maintain its pro-rata ownership in Dunav.

Following the Closing, the Company will have approximately 99,490,363 common shares issued and outstanding (165,797,586 on a fully diluted basis).

About the Company

The Company is a mineral exploration company focused on the acquisition, exploration and development of mineral properties in Serbia. Additional information about the transaction with DPM and the Projects is available in the Company's information circular dated March 25, 2011. Additional information about the Company is available on SEDAR at www.sedar.com and at www.dunavresources.com.

This press release contains forward-looking information. In particular, this press release contains statements concerning the exercise of the Option and acquisition of the Projects. Although the Company believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. Forward-looking information is subject to known and unknown risks and uncertainties, and depends on assumptions and other factors, all of which may cause actual results or events to differ materially from those anticipated in the forward-looking information. The forward-looking statements contained in this press release are made as of the date hereof and the Company undertakes no obligations to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by 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.

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