Vena Enters Agreement to Sell Uranium Assets to Azincourt Uranium
TORONTO, Nov. 22, 2013 /CNW/ - Vena Resources Inc. (the "Company" or "Vena")
(TSX: VEM) (Peru: VEM) (Germany: V1RA) (USA: VNARF) announces that it has
entered into a share purchase agreement with Azincourt Uranium Inc. (TSXV:
AAZ) ("Azincourt") to sell the Company's 50% equity interest in Minergia
S.A.C. ("Minergia"), a joint venture company owned by the Company and Cameco
Global Exploration Ltd. ("CGE"), which owns and operates the Macusani and
Muñani uranium projects in the Puno department of southeastern Peru.
Under the terms of the share purchase agreement, Azincourt will acquire Vena's
50% ownership in Minergia in exchange for a total consideration of $1,000,000,
of which $750,000 will be payable in 2,525,252 common shares (the "Payment
Shares") in the capital of Azincourt which number of common shares was
determined based on the volume weighted average trading price of such common
shares for the 10 days immediately prior to signing of the share purchase
agreement, and $250,000 in cash on closing.
The closing of the purchase and sale transaction under the share purchase
agreement is subject to a number of conditions, including the termination of
its joint venture with Cameco Corporation and CGE and various related
agreements with respect to Minergia, and the contemporaneous sale by CGE of
its 50% interest in Minergia to Azincourt. The share purchase agreement also
provides that Juan Vegarra, Vena's Chairman and CEO will be appointed as a
director of Azincourt.
In a related transaction, CGE granted to the Company the right to purchase
100% of the common shares in the capital of Azincourt that it will receive as
consideration for the sale of its interest in Minergia to Azincourt for a
period of five months post the closing date at a price equal to the purchase
price plus an amount equal to 50% of the positive amount, if any, by which the
market price exceeds the purchase price.
Vena will continue to operate the Macusani and Muñani uranium projects in
Peru under the tutelage of Ted O'Connor. Azincourt has agreed to invest
between $1.5 and $2.0 million in the projects annually.
Under the share purchase agreement, Vena agreed to a voluntary resale
restriction, whereby none of the Payment Shares may be traded during the first
12 months following the date of issuance and, from such time, the Payment
Shares become freely tradeable as to 15% on that 12 month date, an additional
15% on each of the 15(th), 18(th), 21(st) and 24(th) months, and the remaining
25% on the 27(th) month following the date of issuance.
Juan Vegarra, Vena's Chairman and CEO stated, "The divestment of Minergia is
part of our strategy to spin off our uranium assets and combine them with
other assets in other countries with significant upside. We are very pleased
and fortunate to have made this deal with Azincourt, a company that is headed
by Ted O'Connor, an individual with 19 years experience in the uranium
business and the former Director of Cameco's Corporate Development Group who
was responsible for overseeing Cameco's significant investment in Minergia.
Ted and his management are very well regarded in the uranium industry and they
have built a significant portfolio of exciting uranium assets in anticipation
of a turnaround in the uranium market. Vena believes that its stake in
Azincourt will result in significant upside to Vena shareholders in the coming
Azincourt is a uranium exploration company that has been focused on
exploration of the Patterson Lake (PLN) property, located in Canada'sAthabasca
Basin, in partnership with Fission Uranium Corp (TSXV: FCU). Azincourt's
management and board have a strong track record of success. In addition to Ted
O'Connor, the board of directors also includes Ian Stalker, former CEO of
UraMin, a company that was acquired by the Areva Group for US$2.5 billion in
2007 and Dev Randhawa, founder of Strathmore Minerals Corp., a company that
spun out its Canadian uranium assets to form Fission Energy Corp., and which
was recently acquired by Energy Fuels.
In other news, the Company would also like to extend its gratitude for the
significant contribution made to Vena over the last several years by David
Bent who recently resigned. Silvia Dedios has assumed the responsibilities
of General Manager, Peru operations and Walter Cuba, a geologist with nine
years of experience focused on the Company's day to day uranium exploration
activities will assume the responsibilities of uranium project manager and
will work closely with Ted O'Connor, CEO and President of Azincourt, to
continue the development of Minergia's uranium assets.
This press release contains forward-looking statements. More particularly,
this press release contains statements that include, but are not limited to,
the sale of the Vena's 50% interest in Minergia S.A.C. Forward-looking
statements are frequently characterized by words such as "plan", "expect",
"project", "intend", "believe", anticipate", "estimate", "may", "will",
"would", "potential", "proposed" and other similar words, or statements that
certain events or conditions "may" or "will" occur. The forward-looking
statements are based on certain key expectations and assumptions made by
Vena. AlthoughVena believes that the expectations and assumptions on which
the forward-looking statements are based are reasonable, undue reliance should
not be placed on the forward-looking statements because Vena can give no
assurance that they will prove to be correct. Since forward-looking statements
address future events and conditions, by their very nature they involve
inherent risks and uncertainties. Actual results could differ materially from
thosecurrently anticipated due to a number of factors and risks. In addition
to other risks that may affect the forward-looking statements in this press
release are those set out in Vena's management discussion and analysis of the
financial condition and results of operations for the three and nine month
periods ended September 30, 2013 and its annual information form for the year
ended December 31, 2012, which are available at www.sedar.com. The
forward-looking statements contained in this press release are made as ofthe
date hereof and Vena undertakes no obligation to update publicly or revise any
forward-looking statements or information, whether as a result of new
information, future events or otherwise, unless so required by applicable
SOURCE Vena Resources Inc.
For further information on Vena Resources, please visit the Company website
atwww.venaresources.com, its Facebook page or contact: Juan Vegarra -
Chairman & CEO - (416) 364-7739, ext. 120 email@example.com.
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-0- Nov/22/2013 07:00 GMT
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