TORONTO, ONTARIO--(Marketwired - March 3, 2014) - Duran Ventures Inc. (TSX VENTURE:DRV)(LMA:DRV) ("Duran" or the "Company") announces, further to its news release of October 15, 2013 that it was reviewing its strategic alternatives, that it has entered into mining concessions transfer and asset sales agreements (the "Agreements") dated March 3, 2014 with Minera Peñoles de Peru S.A. ("Peñoles"), a Peruvian subsidiary of Industrias Peñoles S.A.B. de C.V. (BMV:PE&OLES) ("Industrias Peñoles"), pursuant to which Duran has agreed to sell to Peñoles the Company's Aguila Porphyry Copper-Molybdenum Project in Peru as well as the Company's 50% interest in the Corongo concessions and certain other assets (together, the "Subject Assets"). Industrias Peñoles is the leading world producer of refined silver, metallic bismuth and sodium sulfate, and one of the main Latin-American producers of refined lead, zinc, as well as a leading Mexican producer of refined gold.
The purchase price for the Subject Assets will be a total of US$7,000,000, payable on closing (the "Closing"). Closing of the purchase and sale of the Subject Assets (the "Transaction") is expected to occur in late April 2014, and in any event no later than May 31, 2014.
The Subject Assets include certain mining concessions, surface infrastructure, and surrounding mining rights in the vicinity of the Company's Aguila Pit in north-central Peru. In particular, they include:
- title to 20 mining concessions in the vicinity of the Aguila Pit, including the Pasacancha and Cashapampa concessions comprising the Company's Aguila mineral project (the "Aguila Concessions");
- the Company's 50% interest in certain mineral concessions known as the Corongo project held by Corongo Exploraciones S.A.C., a subsidiary of Duran, which are currently the subject of a property option agreement among the Company, its wholly owned subsidiary Minera Aguila de Oro S.A.C. ("Madosac") and Viper Gold Ltd.; and
- the surface facilities currently used as an exploration camp and storage facility related to the Company's mining activities at the concessions comprising the Aguila project.
The Transaction is expected to constitute a Reviewable Disposition as defined in Policy 5.3 - Acquisitions and Dispositions of Non-Cash Assets of the TSX Venture Exchange Inc. ("TSXV") and, as such, completion of the Transaction remains subject to (i) approval by a majority of the votes cast at a special meeting of shareholders (the "Meeting") and (ii) regulatory approval by the TSXV. Closing is also subject to certain other conditions which are customary for a transaction of this nature. The Agreements include certain representations and warranties of Duran and its subsidiaries in favour of Penoles, including in connection with corporate, tax, environmental, labour and title issues. Duran and its subsidiaries will also indemnify Penoles for breaches of its representations, warranties and convenants for a period of five years following completion of the purchase and sale of the Subject Assets. Penoles has agreed to assume all liabilities of Duran in connection with the Cashapampa concessions partially comprising the Subject Assets.
Duran has also entered into a conditional termination agreement with Viper Gold Ltd. dated March 3, 2014 (the "Conditional Termination Agreement"), the holder of the remaining 50% interest in the Corongo concessions. Viper earned its interest in the Corongo concessions pursuant to a property option agreement (the "Option Agreement") entered into with Duran and Madosac on March 17, 2010. Subject to the receipt of TSXV and shareholder approval, Viper has agreed to transfer all of its interest in the Corongo concesssions to Duran in exchange for the sum of US$200,000, representing 50% of the sale price of the Corongo concessions, concurrently with the Closing of the Transaction as well as the termination of the Option Agreement. In the event the Transaction does not close, Viper will not transfer its interest in the Corongo concessions to Duran and the Option Agreement will not terminate.
The Company intends to use the proceeds from the Transaction to continue to pursue and develop other resource and mining opportunities in the ordinary course of its business, including with respect to its inventory of mineral properties in Peru which are not subject to the Transaction. More specifically, the Company will follow a prospect generator model where the Company will seek new partners to explore and develop properties in Duran's existing portfolio. The Company will continue to generate and acquire new prospective areas while partners are actively exploring Duran's existing properties. Duran is in a unique position to take advantage of attractive market conditions to acquire highly prospective properties. Duran will use its 20 year history of mineral exploration in Peru to position the Company for future exploration opportunities in Peru.
Duran currently has two mineral properties, the Don Pancho Lead/Zinc Project and the Minasnioc Gold/Silver Project, acquired 100% by the Company and then optioned to third parties by applying the prospect generator model. The Company's other existing exploration properties include the Mamaniña Copper/Molybdenum/Gold Porphyry Project, located just 15 kilometres south of the Aguila Concessions, and the prospective Panteria Copper/Gold Project. Both projects show indications of mineralized porphyry systems. These projects were acquired by application and are 100% owned by Duran.
The Company intends to obtain the approval of its shareholders for the Transaction at the Meeting, which is expected to be held on or before April 25, 2014.
In connection with the Transaction, the Board of Directors appointed a special committee of independent directors (the "Special Committee"). As part of its process, the Special Committee retained Canaccord Genuity Corp. ("Canaccord Genuity") to act as financial advisor and Wildeboer Dellelce LLP to act as its legal advisor. Canaccord Genuity has provided an opinion to the Special Committee that, subject to certain assumptions and limitations set out therein, the Transaction is fair, from a financial point of view, to the shareholders of Duran. The Special Committee has determined that the Transaction is in the best interest of the Company and its shareholders and has recommended the approval of the Transaction to the Board of Directors. The Board of Directors has unanimously approved the Agreement and the Transaction and has unanimously determined to recommend that the shareholders of Duran vote in favour of the Transaction at the Meeting. The directors and senior management of Duran collectively hold approximately 7.1% of the issued and outstanding shares of the Company and have agreed to vote all Duran shares held by them in favour of the Transaction at the Meeting.
The trading of the Company's shares has been halted and shall remain halted pending receipt of satisfactory documentation by the TSXV. Further updates will be announced on the status of the trading halt, the Agreement, and the Transaction as appropriate. All of the transactions contemplated by the Agreements are subject to the approval of the TSXV.
Duran is a Canadian exploration company focused on the exploration and development of porphyry copper, precious metal, and polymetallic deposits in Peru.
Duran Ventures Inc. is a Canadian resource company listed on the
TSX Venture Exchange and the Bolsa de Valores de Lima: Symbol "DRV".
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.
Disclosure Regarding Forward-Looking Statements: This press release contains certain "Forward-Looking Statements" within the meaning of applicable securities legislation. We use words such as "might", "will", "should", "anticipate", "plan", "expect", "believe", "estimate", "forecast" and similar terminology to identify forward looking statements and forward-looking information. Such statements and information are based on assumptions, estimates, opinions and analysis made by management in light of its experience, current conditions and its expectations of future developments as well as other factors which it believes to be reasonable and relevant. Forward-looking statements and information involve known and unknown risks, uncertainties and other factors that may cause our actual results to differ materially from those expressed or implied in the forward-looking statements and information and accordingly, readers should not place undue reliance on such statements and information. Risks and uncertainties that may cause actual results to vary include but are not limited to the speculative nature of mineral exploration and development, including the uncertainty of resource estimates; operational and technical difficulties; the availability to the Company of suitable financing alternatives; fluctuations in copper and molybdenum and other commodity prices; changes to and compliance with applicable laws and regulations, including environmental laws and obtaining requisite permits; political, economic and other risks arising from our Peruvian activities; fluctuations in foreign exchange rates; as well as other risks and uncertainties which are more fully described in our annual and quarterly Management's Discussion and Analysis and in other filings made by us with Canadian securities regulatory authorities and available at www.sedar.com. While the Company believes that the expectations expressed by such forward-looking statements and forward-looking information and the assumptions, estimates, opinions and analysis underlying such expectations are reasonable, there can be no assurance that they will prove to be correct. In evaluating forward-looking statements and information, readers should carefully consider the various factors which could cause actual results or events to differ materially from those expressed or implied in the forward looking statements and forward-looking information.