Brionor to Acquire Atala Resources

Brionor to Acquire Atala Resources 
TORONTO, ONTARIO -- (Marketwire) -- 02/20/13 -- Brionor Resources
Inc. ("Brionor" or the "Company") (TSX VENTURE:BNR) is pleased to
announce that it has entered into a letter agreement (the "Letter
Agreement") with Atala Resources Inc. ("Atala"), a private Ontario
mining exploration company holding mining rights in Argentina, and
the shareholders of Atala (the "Atala Shareholders") whereby Brionor
proposes to acquire (the "Acquisition") all of the issued and
outstanding shares of Atala (each an "Atala Share") for an aggregate
purchase price of $300,000 (the "Purchase Price") payable by the
issuance of common shares of Brionor (each a "Brionor Share") at a
deemed price of $0,05 per Brionor Share. Under the Letter Agreement,
each Atala Shareholder shall receive 0.4655373 of a Brionor Share for
each Atala Share held, for a total of 6,000,000 Brionor Shares. 
The closing of the Acquisition is scheduled to take place on or about
March 29, 2013, and is subject to numerous conditions customary to
this type of transaction, including, the completion of a satisfactory
due diligence on Atala and its subsidiaries, the execution of a
definitive share purchase agreement between Brionor, Atala and the
Atala Shareholders, the receipt by Atala of any required third party
consent and the receipt of the required regulatory approvals. The
Acquisition shall also be subject to the final approval of the board
of directors of Brionor. In this regard, Mr. Lew Lawrick, President
of Brionor, is also a director and shareholder of Atala, and as such,
shall not participate in the discussions or the vote of the board
relating to such approval. 
Robert Ayotte, Executive Chairman of Brionor commented: "We are very
pleased to have the opportunity to position ourselves through Atala
in a reputable very prospective region of Argentina known for its
recent mineral industry precious metal discoveries. The Province of
Santa Cruz in Argentina has seen over the years, important mining,
development and exploration activities. Brian Gavin, founder and CEO
of Atala, was instrumental in the discovery of McEwen Mining's
currently producing San Jose gold-silver mine in the region. The
location of the Atala's two optioned properties are in the vicinity
of the Cerro Vanguardia gold-silver mine. By this transaction, we
hope to rapidly create value for our shareholders." 
Until the completion of the Acquisition, Brionor has agreed to fund
all working capital requirements of Atala as may be agreed to by the
parties, subject to a maximum amount of $75,000. Any such amount
shall be immediately reimbursed by Atala should the Letter Agreement
be terminated or should the Company otherwise withdraw from the
transaction. In connection therewith, Atala shall grant to Brionor a
general security on all of its current and future assets.
Furthermore, in view of the substantial time and expense devoted by
the Company in connection with the proposed Acquisition, Atala has
granted Brionor an exclusivity period ending April 29, 2013 whereby
during such period, neither Atala nor any of its officers, directors
and representatives shall solicit, initiate or encourage submission
of proposals or offers or respond to any submission, proposals,
offers or continue or engage in any negotiations or discussions with
any person relating, directly or indirectly, to any merger,
consolidation, acquisition or purchase of all or a portion of the
assets of Atala or all or a portion of the Atala Shares. 
About Atala Resources 
Atala's main asset is an option agreement (the "Option Agreement")
with Renaissance Gold Inc. ("RenGold") to earn 70% ownership of the
Meridiano and Covadonga properties, early stage gold exploration
projects located about 20 km apart in north-central Santa Cruz
Province, Argentina, near the centre of the Deseado Massif, an
important new precious metals province. The projects consist of four
properties together totalling approximately 14,780 hectares and have
good access and proximity to infrastructure, including AngloGold
Ashanti's major Cerro Vanguardia Mine, the region's flagship and
largest gold-silver operation. As at August 31, 2012 (as per
unaudited annual financial statements), Atala had $23,914 in cash and
cash equivalents, $142,693 in mineral properties and deferred
exploration expenses, $31,685 in current liabilities and no long-term
liabilities. It's share capital is comprised of an unlimited amount
of common shares of which a total of 12,891,667 shares are presently
issued and outstanding. 
At the request of Atala and Brionor, a technical report (the
"Report") has been prepared in accordance with National Instrument
43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101")
on both the Meridiano and Covadonga properties. Both Meridiano and
Covadonga are exploration-stage properties and neither property
contains a Mineral Resource or Reserve as defined NI 43-101. The
Report was prepared by Mel Klohn, P. Geo. (Spokane, Washington), an
independent qualified person under NI 43-101 and has been submitted
to the TSX Venture Exchange (the "Exchange") for review. The Report
will be filed by Brionor on SEDAR (www.sedar.com) concurrently with
the completion of the Acquisition.  
Option Agreement 
Pursuant to the Option Agreement, Atala can earn 70% ownership of the
Meridiano and Covadonga properties by making minimum staged annual
expenditures totalling Cdn$4.8 million per property over a 6-year
period ($100,000 in year 1, $200,000 in year 2, $500,000 in year 3,
$1 million in year 4 and 5 and $2 million in year 6), making staged
annual payments totalling US$400,000 to RenGold over the same 6-year
period (of which an amount of $25,000 has already been paid to
RenGold, and an amount of US$50,000 is payable in year 1, an amount
of US$75,000 in year 2 and an amount of US$250,000 in year 6), making
staged annual payments totalling US$500,000 over a 4-year period for
an underlying agreement to complete outright purchase of the
properties with the underlying claim owner (of which an amount of
$40,000 has already been paid, and an amount of US$80,000 is payable
by December 1, 2013, an amount of US$100,000 by December 1, 2014 and
an amount of US$280,000 by January 12, 2016), and by solely funding
additional expenditures totalling Cdn$10 million and the delivery of
bankable feasibility study within 7 years (with provisions available
for a 5-year extension provided than an additional amount of
Cdn$100,000 is paid to RenGold and an additional $1 million in
expenditures are incurred for each year the option is extended). The
current claim owner will aslo retain a 2% net smelter return royalty
which may be purchase at any time for US$800,000.  
Upon having completed the option, the parties will form a joint
venture which will be governed by the terms of a joint venture
agreement. In the context of the Acquisition, the Company confirms
that it is dealing at arm's length with RenGold and the underlying
claim owner.  
Covadonga Property 
Covadonga is an area of low relief with poor exposure and is
underlain predominantly by felsic lithic tuffs and volcaniclastic
sediments that rest unconformably on faulted blocks of older mafic
volcanic units. Sparse outcrops within the hydrothermal corridor
return samples with small amounts of gold and significant amounts of
mercury from breccias and small veins encased in broader zones of
clay (argillic) alteration thought to represent zones of steam heated
alteration associated with very high level parts of a deeper, 1.5 km
long structurally-controlled epithermal system. 
Prior exploration at Covadonga by RenGold focused on a 2 sq. km area
in the northwestern part of the property block using surface rock
chip sampling and mapping to define an altered and weakly mineralized
zone. This zone subsequently explored with 9 exploration trenches
totalling 1,127 m in length, 8 of which were spaced at irregular 50
to 200 m intervals along a 600 m long segment of the corridor. The
trenches reveal multiple zones of broad alteration, up to 25 m wide,
enclosing veining and brecciation not visible at the surface. Weakly
anomalous gold values, together with anomalous amounts of
mercury-arsenic-antimony, were returned from samples within most of
these zones.  
Meridiano Property 
Regional mapping and satellite imagery suggest the Meridiano property
lies in the western part of a 8-10 km wide caldera, and the
westernmost part of this feature is thought to be the site of 2.5 km
wide circular diatreme complex. Andesitic to felsic tuffs in a 4 sq.
km area are cut by gold-bearing hydrothermal breccias filling N to NW
trending fractures and faults. Virtually all samples of these
breccias contain small to significant amounts of gold, arsenic and
antimony, but very little silver or base metals, suggesting that the
mineralization in this area is preserved at a high level of erosion.  
Prior exploration at Meridiano by RenGold focused on a 4 sq. km area
in the northern part of the property block. RenGold collected 403
rock chip samples, carried out 65 line-km of magnetic and 32.5
line-km of gradient array IP ground surveys, and completed 32 drill
holes totalling 4,698 m in two reverse circulation campaigns and one
diamond core twin-hole campaign. The drill holes were collared within
a 1 sq. km area in the northwestern-most part of the property. Most
of the holes intersected one to several thin intervals of weak
mineralization, and 10 holes intersected at least 0.34 g/t Au over
true widths ranging from 1.5 to 13.5 m.  
Recommendations of the Report 
According to Mr. Klohn. the results of exploration carried out on the
two projects to date suggest that the principal target areas on each
project represent high-level parts of potential gold-mineralized
epithermal systems at depth. The mineralized diatreme model suggested
for Meridiano is supported by surface sampling, mapping, geophysical
surveys, and by drilling. The area encompassed by mineral showings,
both at surface and depth, is sufficiently large to warrant further
exploration, and the possibility of finding similar sizable new
targets in nearby outlying areas is good. At Covadonga, surface
exploration results suggest potential for several types of
interesting targets of significant size, including possible disperse,
low-grade large tonnage deposits in addition to more typical Deseado
Massif discrete vein systems. 
Both projects deserve further exploration, specifically a first-phase
program consisting of ground work designed to define or re-define the
known target areas. The object of this work will be to establish
targeting priorities before planning or launching a future
second-phase program consisting of further drilling at Meridiano and
new drilling at Covadonga. To this end, Mr. Klohn recommends
first-phase exploration programs totalling US$291,000 for the two
projects. A US$150,000 program consisting of additional ground
geophysical surveys, field mapping, systematic shallow augur
hole/float sampling, and limited trenching is suggested for
Meridiano, and a US$141,000 program consisting of ground geophysical
surveys, more field mapping, systematic augur hole/float sampling,
and additional trenching is suggested for Covadonga. 
Key Person of Atala 
Brian Gavin 
Mr. Gavin, a certified professional geologist, has 30 years'
experience in all phases of mineral exploration, project evaluation
and project management in the US, Mexico, Nigeria, Romania and
Argentina.. Mr. Gavin was a founder and subsequently President, CEO
and Director of Franconia Minerals Corporation. Under Mr. Gavin's
leadership Franconia explored for copper, zinc and platinum group
metals in the US with joint venture partners Teck Cominco (now Teck)
and Impala Platinum. Franconia's major asset was the Birch Lake
copper-nickel-PGM deposit in the Duluth Complex in Minnesota.
Franconia achieved a TSX listing in 2006 and was eventually acquired
by Duluth Metals in 2011. From 1994 to 2009, Mr. Gavin was a founder
and Vice President Exploration of Minera Andes Inc. (merged with
McEwen Mining in 2011). Under his technical supervision Minera Andes
discovered the currently producing San Jose gold/silver mine and
discovery of the billion tonne Los Azules porphyry copper deposit,
both in Argentina. He holds a B.Sc. (Honours) degree in Geology from
the University of London and a M.S. degree in Geology and Geophysics
from the University of Missouri-Rolla. From 1981 to 1993, he was a
consultant with Ernest K. Lehmann & Associates Inc., a geological
mining consulting firm. He was Vice President of Exploration of
Minera Andes Inc. from 1994 to 2009. He is currently President, CEO
and Director of St Vincent Minerals Inc., a private exploration
company active in the USA. 
Following the completion of the Acquisition, Brionor will have
41,801,662 common shares issued and outstanding, 85.65% of which will
be held by current shareholders of Brionor and 14.35% by Atala
Shareholders. Under the Letter Agreement, Atala shall have the right
to designate one representative to the board of directors of Brionor
whose name will be submitted by Brionor for nomination at the next
annual meeting of shareholders. At this time, the Company does not
anticipate any changes to its management or board of directors.  
At the closing of the Acquisition, Mr. Gavin will remain as the sole
director and officer of Atala. The Company also confirms that no
finder's fee is payable in connection with the transaction. 
The technical information presented in this press release has been
reviewed and approved by Mr. Mel Klohn, author of the Report and an
independent Qualified Person under NI 43-101. 
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. 
Some statements in this release may contain forward-looking
information. All statements, other than 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, statements regarding potential mineralization)
are forward-looking statements. Forward-looking statements are
generally identifiable by use of the words "may", "will", "should",
"continue", "expect", "anticipate", "estimate", "believe", "intend",
"plan" or "project" or the negative of these words or other
variations on these words or comparable terminology. Forward-looking
statements are subject to a number of risks and uncertainties, many
of which are beyond the Company's ability to control or predict, that
may cause the actual results of the Company to differ materially from
those discussed in the forward-looking statements. Factors that could
cause actual results or events to differ materially from current
expectations include, among other things, without limitation, failure
by the parties to complete the Transaction, failure to establish
estimated mineral resources, the possibility that future exploration
results will not be consistent with the Company's expectations,
changes in world gold markets or markets for other commodities, and
other risks disclosed in the Company's public disclosure record on
file with the relevant securities regulatory authorities. 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
Contacts:
Brionor Resources Inc.
Lewis Lawrick
President & CEO
647-478-5307 
Robert Ayotte
Executive Chairman
450-441-9177
info@brionor.com
 
 
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