=======================================================================
Re: Press Releases - Wednesday, December 09, 2009
Arian Announces a Reconstruction of its Share Relationship with
Grafton
=======================================================================
LONDON, ENGLAND--(Marketwire - Dec. 8, 2009) - Arian Silver Corporation
("Arian" or the "Company") (TSXV:AGQ)(AIM:AGQ)(PLUS:AGQ)(FRANKFURT:I3A) announces that it has
reached agreement with Grafton Resource Investments Ltd ("Grafton") to
effectively reverse the share exchange transactions completed earlier
this year by way of share redemptions (the "Share Redemptions") and for
an issue of shares in settlement of part of the outstanding loans
totaling US$1.05 million (the "Grafton Loans") made by Grafton to Arian
to fund its working capital (the "Shares for Debt").
Pursuant to the original share exchange transactions the Company issued
to Grafton an aggregate of 109,090,909 common shares of Arian (the
"Arian Shares") and Grafton issued to the Company an aggregate of
128,591 participating shares of Grafton (the "Grafton Shares"). Grafton
currently holds 109,090,909 Arian common shares, representing
approximately 42.2% of Arian's outstanding common shares.
Arian and Grafton have concluded that given current market conditions
and since the objective of the original transactions with Grafton, to
deliver new funding to Arian through the sale of the Grafton Shares,
cannot be achieved in the reasonable near future it is in their mutual
best interests to effect the Share Redemptions. The Company requires
new funding in the coming months to meet its obligations and it is
considered that the Share Redemptions and Shares for Debt should
enhance Arian's ability to undertake a conventional private placement
of Arian common shares.
Pursuant to the Share Redemptions, Arian will redeem the Arian Shares
and Grafton will redeem the Grafton Shares. The value of the Arian
Shares is approximately Cdn$5.5 million, based on the current market
price of Cdn$0.05 per Arian Share. The value of the Grafton Shares is
approximately Cdn$5.7 million, based on the latest net asset value of
the Grafton Shares at 30 October 2009 of US$41.72 and the current
Canadian to U.S. dollar exchange rate. Pursuant to the Shares for Debt,
Arian will issue to Grafton 15,762,000 common shares at Cdn$0.05 per
Arian share in settlement of US$750,000 of the Grafton Loans.
The Share Redemptions and Shares for Debt are subject to TSX Venture
Exchange approval and conditional up on a financing by the Company,
which it proposes to undertake by way of a non-brokered private
placement.
Following completion of the Share Redemptions and Shares for Debt and
before any new share placing by the Company, Grafton will hold
15,762,000 Arian common shares, representing approximately 9.6% of
Arian's outstanding common shares and will be owed US$300,000,
representing the balance of the Grafton Loans.
The Share Redemptions constitute a related party transaction under Rule
13 of the AIM Rules for companies because Grafton is a substantial
holder in Arian. The directors of Arian, have consulted with the
Company's nominated adviser Grant Thornton and consider that the terms
of the Share Redemptions are fair and reasonable and in the interests
of Arian's shareholders.
The Share Redemptions and the Shares for Debt constitute related party
transactions under Multilateral Instrument 61-101 - Protection of
Minority Security Holders in Special Transactions ("MI 61-101") because
Grafton, a related party of Arian, is a party to the Share Redemptions
and the Shares for Debt, respectively. The Company is relying on the
"financial hardship" exemptions in subsections 5.5(g) and 5.7(1)(e) of
MI 61-101 to complete the Share Redemptions and the Shares for Debt
without obtaining a formal valuation or minority approval that would
otherwise be required pursuant to MI 61-101.
For further information please contact:
Arian Silver Corporation
Carlyle House
235-237 Vauxhall Bridge Road
London SW1V 1EJ
England
Jim Williams - CEO
(London) +44 (0)20 7963 8670 / email: jwilliams@ariansilver.com
Graham Potts -- CFO & Corporate Secretary
(London) +44 (0)20 7963 8670 / email: gpotts@ariansilver.com
Grant Thornton UK LLP
Gerry Beaney
(London) +44 (0)20 7383 5100 / email: gerry.d.beaney@gtuk.com
CHF Investor Relations
Alison Tullis
(Canada) +1 416 868 1079 Ext. 233 / email: alison@chfir.com
About the Company
Arian Silver Corporation is a silver exploration and development
company and is listed on London's AIM; trades on London's "PLUS"
market; is listed 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 Michoac�n State. The Tepal project is currently
subject to an exclusive purchase option to Geologix Explorations Inc.
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.
Neither the 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.
Forward-Looking Statements
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, the receipt of all regulatory, corporate and other
approvals required in connection with the Share Redemptions and the
Shares for Debt, the impact of the Share Redemptions and the Shares for
Debt on the Company's ability to complete future equity financings and
its ability to satisfy its obligations as they become due) 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 or events to differ materially from those
discussed in the forward-looking statements, and even if such actual
results or events are realised or substantially realised, 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 complete the Share Redemptions or the Shares
for Debt, risks related to the stage of the Company's projects, market
fluctuations in prices for securities of exploration and development
stage companies, uncertainties about the availability of additional
financing, uncertainties related to fluctuations in commodity prices
and the other risks involved in the mineral exploration and development
industry. 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.
=======================================================================
Copyright (c) 2009 ARIAN SILVER CORPORATION (AGQ) All rights reserved.
For more information visit our website at http://www.ariansilver.com/
or send mailto:info@ariansilver.com
Message sent on Tue Dec 8, 2009 at 11:59:39 AM Pacific Time
=======================================================================
.
|
Arian Silver Corporation
|
|
PRODUCTEUR |
CODE : AGQ.V |
ISIN : VGG0472G1063 |
|
| |
ProfilIndicateurs de MarchéVALEUR : Projets & res.Communiqués de PresseRapport annuelRISQUE : Profile actifsContactez la cie |
Arian Silver est une société de production minière d'argent basée au Royaume-Uni. Arian Silver est productrice d'argent, d'or, de plomb et de zinc au Mexique, et détient divers projets d'exploration au Mexique. Son principal projet en production est SAN JOSÉ ZACATECAS au Mexique et ses principaux projets en exploration sont SAN CELSO et CALICANTO au Mexique. Arian Silver est cotée au Canada, au Royaume-Uni, aux Etats-Unis D'Amerique et en Allemagne. Sa capitalisation boursière aujourd'hui est 41,4 millions CA$ (39,0 millions €). La valeur de son action a atteint son plus bas niveau récent le 12 décembre 2008 à 0,03 CA$, et son plus haut niveau récent le 07 janvier 2011 à 8,90 CA$. Arian Silver possède 318 491 926 actions en circulation. |