|November 04, 2010|
Avaranta Resources to Merge with Evrim Metals
|November 4, 2010 Toronto, Ontario|
Avaranta Resources Ltd. ("Avaranta") (CNSX:AVN) and Evrim Metals Corporation are pleased to announce that the two companies have signed a Merger Agreement (the "Agreement") to combine the business and assets of Evrim with those of Avaranta, subject to shareholder and regulatory approval. The Agreement will provide Avaranta shareholders with quality mineral projects in Sonora, Mexico, and Evrim shareholders with access to public markets and venture capital. Pursuant to the Agreement, Evrim will amalgamate with a wholly owned subsidiary of Avaranta pursuant to the Business Corporations Act (British Columbia), and each Evrim share will be exchanged for one share of Avaranta.
Evrim Metals is a privately held junior exploration company with nine copper and gold projects, and a geological database in Sonora, Mexico. Evrim's business plan is to generate exploration targets that it will advance through option and joint venture agreements with industry partners to create shareholder value. The projects generated to date form a solid foundation for Evrim's execution of the joint venture business model, which will be further enhanced by a pipeline of new projects developed internally.
In addition to seeking approval of the Canadian National Stock Exchange, Evrim will make a formal application for a public listing with the TSX Venture Exchange.
"The mineral projects and database, recently acquired from Kiska Metals Corp., are primarily located within the Sonora copper-molybdenum belt, host to the world class Cananea and La Caridad porphyry deposits," stated Paddy Nicol, President and CEO of Evrim. "We look forward to advancing the projects through the successful execution of our business model as well as generating new targets for prospective joint venture partners."
Avaranta Resources Ltd. is a publicly held mineral exploration company based in Toronto, Ontario. Avaranta's goal is to deliver superior returns to shareholders by concentrating on the acquisition of properties that have the potential to contain economic mineral deposits.
"We are excited to join with a new emerging junior exploration company," stated Tony Roodenburg, President and CEO of Avaranta. "The nine mineral assets exist in a relatively under-explored geological belt in Mexico and represent an excellent opportunity for major and junior mining companies seeking quality projects. Evrim is also backed by a fine exploration team and a solid board of directors."
Avaranta and Evrim have agreed to carry out a proposed business combination by way of a statutory amalgamation under the provision of Business Corporations Act (British Columbia). A wholly owned subsidiary of Avaranta will amalgamate with Evrim, and each of the shareholders of Evrim will receive shares of Avaranta at a share exchange ratio of one share of Avaranta for every one share of Evrim,
subject to regulatory approval and shareholder approval of both Avaranta and Evrim. Based on the current number of issued shares of Evrim and assuming no options of Evrim are exercised, Avaranta will issue 8,150,002 shares of Avaranta to shareholders of Evrim, and on a fully diluted basis will issue 8,550,002 shares of Avaranta to Evrim shareholders. Evrim also plans to issue up to an additional 14,000,000 shares pursuant to a private placement that is expected to be completed immediately prior to the effective time of the amalgamation. When combined with Avaranta's current capital structure of 1,650,000 issued shares, it is anticipated that the amalgamated entity will have 23,800,002 shares issued and outstanding and 24,200,002 on a fully diluted basis. It is anticipated that all currently outstanding options and warrants of Avaranta will be surrendered and cancelled. Upon the completion of the amalgamation, it is anticipated that the current board of directors and management of Avaranta will resign and be replaced by the board of directors of Evrim. Additional details of the transaction will be set out in the Information Circular (as defined below). The new Board of Directors will include David Caulfield, Kenneth Paul, Michael McInnis, and Paddy Nicol. Robert Duncan, Dorothy Miller, and Rory Kutlouoglu will act as VP Exploration, Chief Financial Officer, and VP Business Development, respectively.
Upon closing of the transaction, it is anticipated that Evrim will have a working capital position in excess of $7.0 million.
In addition to the exchange and conversion of securities, shareholders of Avaranta will be asked to approve a resolution to change the name of Avaranta to Evrim Resources Corporation.
Concurrently with the completion of the amalgamation, it is anticipated that Greencastle Resources Ltd., which currently holds 1,148,000 of the issued and outstanding shares of Avaranta, will sell one million shares to third parties introduced by Evrim.
As soon as reasonably practicable and in any event not later than November 26, 2010, Avaranta will convene a meeting of the Avaranta board of directors to approve the Avaranta Information Circular (the "Information Circular"). Avaranta and Evrim shall submit a listing application to the TSXV concurrently with the mailing of the Information Circular to Avaranta shareholders. Avaranta will then conduct and convene the Avaranta shareholder meeting on or before December 23, 2010. The intention of both Avaranta and Evrim is to list Evrim Resources Corporation on the TSXV within three days of shareholder approval or as soon thereafter as reasonably possible.
On Behalf of the Board
AVARANTA RESOURCES LTD.
Anthony Roodenburg Chief Executive Officer
To find out more about Avaranta Resources Ltd., please contact Anthony Roodenburg, Chief Executive Officer, Avaranta Resources Ltd. at (416) 367-4571 x233.
Forward Looking Information
This news release includes certain statements that may be deemed "forward looking statements". All statements in this news release, other than statements of historical facts, that address events or developments that Avaranta Resources Ltd. and Evrim Metals Corp. (collectively the "Companies") expects to occur, are forward looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur.
Although the Companies believe the expectations expressed in such forward looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ
materially from those in the forward looking statements. Factors that could cause the actual results to differ materially from those in forward looking statements include market prices, exploitation and exploration successes, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward looking statements. Forward looking statements are based on the beliefs, estimates and opinions of the Companies' management on the date the statements are made. Except as required by securities laws, the Companies undertake no obligation to update these forward looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
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