NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Aurcana Corporation (TSX-V: AUN) (“
Aurcana” or the
“
Company ”) announces the closing of its
previously announced acquisition of Ouray Silver Mines, Inc.
(“
Ouray”), which holds the Revenue-Virginius Mine,
located in Colorado, pursuant to an arrangement agreement dated
September 20, 2018 with LRC-FRSM and LRC-FRSM II (collectively, the
“
LRC Group”). Aurcana acquired all of the issued
and outstanding shares of common stock of Ouray from the LRC Group
on a debt free basis in exchange for newly issued common shares of
Aurcana (“
Aurcana Shares”) pursuant to a plan of
arrangement under the Business Corporations Act (British Columbia)
(the “
Arrangement”).
Pursuant to the terms of the Arrangement, the Company has
completed the following:
a) the purchase of certain equipment owned by an affiliate of
Orion Mine Finance (“Orion”) located at Aurcana’s
Shafter project in exchange for US$500,000 and 23,894,545 pre-Share
Consolidation (as defined below) Aurcana Shares;
b) a consolidation (the “Share Consolidation”)
of the Aurcana Shares on a 5:1 basis; and
c) the acquisition of all of the issued and outstanding shares
of common stock of Ouray and a related amended and restated metal
prepay agreement between Ouray and the LRC Group in exchange for an
aggregate of 83,240,359 post-Share Consolidation Aurcana Shares, as
a result of which Ouray has become a wholly-owned indirect
subsidiary of Aurcana.
Concurrently with the completion of the Arrangement, the
5,621,800 subscription receipts issued by the Company on December
19, 2018 automatically converted into 5,621,800 units (each, a
“Unit”) of the Company, with each Unit consisting
of: (i) one post-Share Consolidation Aurcana Share and (ii) a
warrant to purchase one post-Share Consolidation Aurcana Share (a
“Warrant”). Each Warrant entitles the holder
thereof to acquire, on payment of C$1.25, one post-Share
Consolidation Aurcana Share for a three year period.
Additionally, a further 670,200 Units were purchased by Orion
for gross proceeds of US$500,000. As a result, an aggregate of
116,309,028 post-Share Consolidation Aurcana Shares are now issued
and outstanding.
The Arrangement was approved by a resolution (the
“Arrangement Resolution”) of the shareholders of
Aurcana (the “Aurcana Shareholders”) at a special
meeting (the “Meeting”) of shareholders of the
Company on December 20, 2018. The Arrangement Resolution was
approved by approximately: (i) 99.47% of the votes cast by the
Aurcana Shareholders present in person or represented by proxy at
the Meeting, and (ii) 98.92% of the votes cast by the Aurcana
Shareholders present in person or represented by proxy at the
Meeting, excluding votes cast by persons considered to be
interested parties, related parties and joint actors of the
Company.
In addition to obtaining shareholder approval, the Company has
obtained the final order of the Supreme Court of British Columbia
approving the Arrangement on December 24, 2018, and the TSX Venture
Exchange has confirmed that Aurcana Shares will recommence trading
on December 31, 2018.
Disclaimers
Neither the Exchange nor its Regulation Services Provider (as
that term is defined in the policies of the Exchange) accepts
responsibility for the adequacy or accuracy of this release.
This press release does not constitute an offer for sale or a
solicitation of an offer to buy, in the United States or to, or for
the account or benefit of, any "U.S. Person" (as such term is
defined in Regulation S under the U.S. Securities Act of 1933, as
amended (the "1933 Act")) of any equity or other securities of
Aurcana or Ouray. None of the securities to be issued pursuant to
the Arrangement have been or will be registered under the 1933 Act
or any applicable securities laws of any state of the United
States, and any securities issued in the Arrangement are
anticipated to be issued in reliance upon the exemptions from such
registration requirements of the 1933 Act provided by Section
3(a)(10) thereof and/or Section 4(a)(2) thereof and in accordance
with applicable exemptions under any applicable securities laws of
any state of the United States. The securities of the Resulting
Issuer to be issued in connection with the Offering have not been
and will not be registered under the 1933 Act or any applicable
securities laws of any state of the United States and may not be
offered or sold in the United States or to, or for the account or
benefit of, a U.S. Person absent registration under the 1933 Act or
an applicable exemption from the registration requirements of the
1933 Act and in accordance with all applicable securities laws of
any state of the United States.
ABOUT AURCANA CORPORATION
Aurcana Corporation owns the Revenue-Virginius Mine, in
Colorado, and the Shafter-Presidio Silver Project in Texas, US.
The primary resource at Shafter and Revenue-Viriginius is
silver. Both are fully permitted for production.
ON BEHALF OF THE BOARD OF DIRECTORS OF AURCANA CORPORATION
“Kevin Drover”, President & CEO
For further information, visit the website at www.aurcana.com or
contact:
Aurcana Corporation
Phone: (604) 331-9333
Gary Lindsey, Corporate Communications
Phone: (720)-273-6224
Email: gary@strata-star.com
CAUTIONARY NOTES
This press release contains forward looking statements within
the meaning of applicable securities laws. The use of any of the
words “anticipate”, “plan”, “continue”, “expect”, “estimate”,
“objective”, “may”, “will”, “project”, “should”, “predict”,
“potential” and similar expressions are intended to identify
forward looking statements. In particular, this press release
contains forward looking statements concerning, without limitation,
resumption of trading of the Aurcana Shares on the TSX Venture
Exchange. Although the Company believes that the expectations and
assumptions on which the forward looking statements are based are
reasonable, undue reliance should not be placed on the forward
looking statements because the Company cannot give any assurance
that they will prove correct. Since forward looking statements
address future events and conditions, they involve inherent
assumptions, risks and uncertainties. Actual results could differ
materially from those currently anticipated due to a number of
assumptions, factors and risks. These assumptions and risks
include, but are not limited to, assumptions and risks associated
with the receipt of regulatory or shareholder approvals, and risks
related to the state of financial markets or future metals
prices.
Management has provided the above summary of risks and
assumptions related to forward looking statements in this press
release in order to provide readers with a more comprehensive
perspective on the Company’s future operations. The Company’s
actual results, performance or achievement could differ materially
from those expressed in, or implied by, these forward looking
statements and, accordingly, no assurance can be given that any of
the events anticipated by the forward looking statements will
transpire or occur, or if any of them do so, what benefits the
Company will derive from them. These forward looking statements are
made as of the date of this press release, and, other than as
required by applicable securities laws, the Company disclaims any
intent or obligation to update publicly any forward looking
statements, whether as a result of new information, future events
or results or otherwise.
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