QUEBEC CITY, QUEBEC--(Marketwire - March 9, 2011) - SOCIÉTÉ D'EXPLORATION MINIÈRE VIOR INC. (News - Market indicators)(FRANKFURT:VL5) – is pleased to announce the signing of definitive agreements with Aurvista Gold Corporation ("Aurvista") under the terms announced on February 4.
These agreements foresee the acquisition by Aurvista of up to 100% ownership interest in the Douay property, located in the Abitibi region of Québec. Vior and Aurvista currently own 75% and 25% ownership interest in the Douay property, respectively.
To acquire an additional 25% undivided interest in the Douay property, thereby bringing its total interest in the property to 50%, Aurvista must pay $1.5 million in cash to Vior on or before April 4, 2011. Aurvista expects to fund this payment with the proceeds of a proposed private placement that will take place in the coming weeks.
Once owning 50% undivided interest and in order to increase this to 100%, Aurvista must issue a minimum of 21.25 million shares to Vior. After issuing these shares, it is expected that Aurvista will have approximately 45.25 million shares issued and outstanding (on a pre-consolidation base and based on a 2 for 1 ratio). Aurvista must also complete an initial public offering and obtain a stock exchange listing before August 1, 2011. It is expected that following the consolidation Aurvista will issue a minimum of 2 million shares in its initial public offering at a price of $1.00 per share, for minimum gross proceeds to Aurvista of $2 million. As a result, the Aurvista shares held by Vior will have an aggregate market value of approximately $21.25 million. If the Aurivista shares are issued at a price under $1.00 per share, then the number of shares issued to Vior must be adjusted accordingly, to an aggregate market value of at least $20 million.
These final agreements also anticipate that Aurvista will complete a minimum of $3 million in exploration work on the Douay property on or before December 31, 2011.
For a period of three years, Vior will be entitled to either one or two representatives on Aurvista's Board of Directors, depending on the percentage of Aurvista shares held by Vior.
For as long as Vior holds at least 10% of Aurvista's issued and outstanding shares, Vior will exercise the voting rights attached to all its shares of Aurvista, in accordance with the recommendations of Aurvista's Board of Directors, and Aurvista will have the right to exercise the voting rights attached to all Vior shares that it holds in accordance with the recommendations of Vior's Board of Directors. Currently, Aurvista holds approximately 5.7% of Vior's outstanding shares.
For as long as Vior holds at least 10% of Aurvista's issued and outstanding shares, should Aurvista issue new shares, Vior will benefit from a pre-emptive right and will be entitled to participate in this placement in order for it to maintain its holding in Aurvista.
For a period of one year from the date of issue, Vior cannot distribute any Aurvista shares that it holds to its shareholders.
It is expected that the Aurvista shares issued to Vior under this transaction will be subject to escrow in accordance with applicable Canadian securities regulations. It is Vior's intent to distribute to its shareholders a maximum number of the Aurvista shares received by Vior under this transaction within a delay of one year following their complete release from escrow.
This transaction is subject to a number of conditions, including the approval by Vior's shareholders and the completion of an initial public offering by Aurvista, and Aurvista's stock exchange listing before August 1, 2011. Vior has the right to terminate the agreement should Aurvista fail to make the $1.5 million payment to acquire an additional 25% undivided interest in the Douay project before April 4, 2011.
Profile
Vior is a growing mining company focused on developing its properties. The company owns a 75% participating interest in the Douay Ouest gold project and other mineral properties.
SEDAR : Société d'exploration minière Vior inc.
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