February 5th, 2009
LONDON, UNITED KINGDOM—(Marketwire - Feb. 5, 2009) - Arian Silver Corporation (“Arian” or the “Company”) (TSX VENTURE:AGQ)(AIM:AGQ)(PLUS:AGQ)(FRANKFURT:I3A) announces revised terms of its proposed share exchange transaction with Grafton Resource Investments Ltd. (“Grafton”), announced on 27 January 2009. The transaction remains subject to TSX Venture Exchange approval.
The parties to the transaction have agreed to dispense with the issue by Arian of an unsecured non-interest bearing convertible debenture in the principal amount of approximately Cdn$4,564,653 (the “Debenture”) to Grafton in exchange for Grafton ordinary shares of equivalent value. The conversion of the Debenture into 82,993,679 common shares of Arian was subject to the approval of Arian’s shareholders.
In place of the Debenture it is now proposed to convene, in the near future, a General Meeting of shareholders of Arian to seek approval (the “Shareholder Approval”) to issue to Grafton 82,993,679 common shares of Arian at a price per share of Cdn$0.055 in exchange for Grafton ordinary shares of an aggregate value of approximately Cdn$4,564,653. The number of Grafton ordinary shares to be issued in exchange for the Arian common shares shall be determined by reference to the net asset value per Grafton ordinary share calculated as at the close of business on the last day of the month in which the Shareholder Approval is obtained.
The terms of the proposed issue of 26,097,230 Arian common shares at a price per common share of Cdn$0.055 for a total value of approximately Cdn$1,435,347 (the “Initial Share Issue”) in exchange for Grafton ordinary shares of equivalent value remain unchanged.
Following the Initial Share Issue Grafton will hold 14.9% of Arian’s outstanding common shares and will nominate a representative for appointment to the Board of Arian. Following the Shareholder Approval, together with the Initial Share Issue, Grafton would increase its share interest in Arian to approximately 42.2% (calculated as at the date hereof).
As previously announced Grafton and its associates will assist Arian in the disposal of the Grafton ordinary shares to raise funds to further its mineral projects in Mexico, in particular the San Jose project, as well as for general working capital purposes. The principals of Grafton and its associates have experience in using this type of share exchange and disposal mechanism to provide investee companies with new funding. It is also planned that Grafton and its associates will work closely with Arian’s Board to further develop Arian.
Grafton is a Cayman Island registered limited liability company managed by Newland Fund Management LLP of London, England and was incorporated for the purpose of securing and developing investment opportunities in the natural resource sector.
About the Company
Arian Silver Corporation is a silver exploration and development company listed on London’s AIM and “PLUS”, on Toronto’s TSX Venture Exchange and on the Frankfurt Stock Exchange. Arian Silver is active in Mexico, the world’s second largest silver producing country. The Company’s main projects are the Calicanto and San Jose projects in Zacatecas State and the Tepal project in Michoacan State. Part of Arian Silver’s forward-looking strategy lies in the envisaged use of large scale mechanized mining techniques over wider mineralized structures, which reduces the overall unit operating cost of metals, and to build up NI 43-101 compliant resources.
Further information can be found by visiting Arian’s website: www.ariansilver.com or the Company’s publicly available records at www.sedar.com.
No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained in this release.
This press release contains certain “forward-looking statements”. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, completion of the share exchange transaction referred to in this press release) are forward-looking statements. These forward-looking statements reflect the current expectations or beliefs of the Company based on information currently available to the Company. Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things, failure to obtain required regulatory and shareholder approvals. Any forward-looking statement 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 statement, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.
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.
For more information, please contact
Arian Silver Corporation
(London) +44 (0)20 7963 8670
Arian Silver Corporation
CFO & Corporate Secretary
(London) +44 (0)20 7963 8670
Bishopsgate Communications Limited
(London) +44 (0)20 7562 3350
Vicarage Capital Limited
(London) +44 (0)20 7060 1303
Grant Thornton Corporate Finance
(London) +44 (0)20 7385 5100
CHF Investor Relations
(Canada) (416) 868-1079 Ext. 233