Arian Silver Corporation (the “Company”), a silver mining company focussed on silver projects in the silver belt of Zacatecas, Mexico, announces today the positive advancement of its financing discussions and the signing of a letter of intent and non-binding term sheet with Quintana AGQ Holding Co. LLC (“Quintana”), approved by the independent directors of the Company.
On 29 October 2014, the Company issued to Quintana by private placement, a US$16,452,343 senior secured convertible note (the “Loan Note”). The Company and Quintana have signed a letter of intent to negotiate exclusively until not later than 31 October 2015 to amend the investment agreement between the parties and restructure the Loan Note.
It is envisaged that the Loan Note will be amended to accommodate up to US$10 million additional finance from Quintana and that the conversion price be amended to be equal to Market Price (within the meaning of TSX-V policy) per common share provided such Market Price is not greater than C$0.165 per common share.
The proceeds from any additional finance received will be applied to mine development, capital expenditure on the processing plant to increase its capacity, general operating expenditure and working capital.
Quintana is a related party of the Company under Canadian securities law and the transaction would be a related party transaction for the purposes of Canadian securities law. The Company proposes to rely on the “financial hardship” exemption from minority shareholder approval requirements under Canadian securities law.
The proposed arrangement is subject to the parties entering into definitive agreements and TSX Venture Exchange approval; further details will be announced as appropriate, in due course.
The trading halt on the TSX Venture Exchange is expected to be revoked following market opening on that exchange on 22 September 2015.
For further information please contact:
Arian Silver Corporation
Jim Williams, CEO
David Taylor, Company Secretary
+44 (0)20 7887 6599
Northland Capital Partners Limited
Gerry Beaney / John Howes
(London) +44 (0)20 7382 1100
Cantor Fitzgerald Europe
Stewart Dickson / Jeremy Stephenson / David Porter / Patrick Pittaway
(London) +44 (0)20 7894 7000
Yellow Jersey PR Limited
(London) +44 (0)7768 537 739
This press release contains certain “forward-looking information”. 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. This forward-looking information reflects the current expectations or beliefs of the Company based on information currently available to the Company as well as certain assumptions (including that the Company will be able to conclude a definitive agreement with Quintana to amend the investment agreement and to restructure the Loan Note). Forward-looking information is subject to a number of significant risks and uncertainties and other factors that may cause the actual results of the Company to differ materially from those discussed in the forward-looking information, 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, but are not limited to, the failure to achieve a definitive agreement with Quintana and failure to obtain TSX Venture Exchange approval of the proposed transaction.
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. 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.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) and no stock exchange, securities commission or other regulatory authority accepts responsibility for the adequacy or accuracy of this release nor approved or disapproved of the information contained herein.