LONDON, UNITED KINGDOM--(Marketwired - Jan. 10, 2014) - Orsu Metals Corporation ("Orsu" or the "Company"), the dual listed (TSX:OSU)(AIM:OSU) London-based base and precious metals exploration and development company, today announces that it has entered into a new conditional exclusivity agreement ("New Exclusivity Agreement") with David-Invest LLP ("David-Invest"), a Kyrgyz registered company, and a related company, David Way Limited ("David Way") a Hong Kong registered company (together the "Potential Buyers") with a view to the potential sale of its Akdjol-Tokhtazan gold exploration licences in Kyrgyzstan ("Licences") through either the sale of its wholly owned subsidiary, Tournon Finance Limited ("Tournon"), or Tournon's wholly owned subsidiary, Oriel In Kyrgyzstan LLC ("OIK"), respectively the indirect and direct holders of the Licences. The Company's interest in the Licences was classified as held for sale in 2011 following the Board's decision to actively market the asset and focus on developing its Karchiga Project, the Company's principal copper asset in north-eastern Kazakhstan. The previous exclusivity agreement with David-Invest (see the Company's press release dated September 12, 2013) expired on December 31, 2013.
The key terms of the New Exclusivity Agreement are as follows:
- the Potential Buyers have been granted an exclusive right to purchase Tournon or OIK until June 30, 2014 (the "Exclusivity Period"), conditional upon Orsu's receipt of a non-refundable deposit of $0.5 million by January 31, 2014. The Exclusivity Period will end on January 31, 2014 in the event the deposit is not paid by such date;
- in return for being granted exclusivity, David-Invest will fund the exploration programme for the Licences (which are due to expire on December 31, 2015) on a non-refundable basis for the Exclusivity Period; and
- the Potential Buyers have the option to purchase the entire share capital of Tournon or OIK at any time on or before the expiry of the Exclusivity Period for a consideration of US$4.5 million (including the deposit), which total amount is unchanged from the previous exclusivity agreements.
Other than as described above, there have been no significant changes to the terms of the previous exclusivity agreements signed in 2012 and 2013.
The carrying value of the Licences as at September 30, 2013 was US$4.49 million, and the losses attributable to the Licences for the year ended December 31, 2012 were US$1.7 million.
The Company will apply any proceeds from a sale to working capital and identification of other early stage exploration opportunities consistent with the Company's strategy.
This press release contains forward-looking information which is not comprised of historical facts. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward-looking information contained or referred to in this press release includes, but may not be limited to, the potential sale of the Licences and the timing and terms thereof, as well as the Company's expectations relating to the use of any proceeds received from such sale.
Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to, the inability to maintain the Licences and any required permits, authorizations and/or approvals from the appropriate regulatory authorities, and other risks relating to the regulatory framework in Kyrgyzstan, the Potential Buyer's failure to pay the deposit by January 31, 2014, adverse changes in the laws or political environment in Kyrgyzstan, adverse changes in commodities prices, as well as certain other risks set out in the Company's public documents, including its annual information form dated March 27, 2013, filed under the Company's profile on SEDAR at www.sedar.com.
The forward-looking information in this press release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this press release, the Company has made assumptions about: the Company's business, the economy and the mineral resources development and extraction industry in general; and the Company's ability to maintain the Licences. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein. Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise.