Aurcana Receives Approval On La Negra Acquisition And Financing And Proceeds To Close Both Transactions
April 17, 2006
Aurcana Corporation ("Aurcana" or the "Company") is pleased to announce it has received TSX Venture Exchange (the "Exchange") approval on its non-brokered private placement for 22,350,000 Units for total proceeds of CDN$4,470,000, previously announced on March 17 and February 27, 2006. Each Unit will consist of one share (a "Share") and one half of a share purchase warrant. One full warrant (a "Warrant") will permit the holder to purchase a further share (a "Warrant Share") for a period of 12 months from closing at a price of $0.25 per Warrant Share, provided that if the closing price of the Company's shares as traded on the Exchange is at or over $0.45 per share for 20 consecutive trading days, the Company will have the right to accelerate the expiry of the Warrants upon giving 30 days notice to the holders thereof.
Finders' fees in the amount of $205,350 cash and 1,071,300 warrants were paid on portions of the placement. Each warrant entitles the holder to purchase one common share at a price of $0.25 in accordance with the same terms and conditions of the Warrants described above.
In accordance with securities legislation currently in effect, the Shares, the Warrants and the Warrant Shares will be subject to a "hold period" of four months plus one day from the date of closing of the private placement.
The Company further advises it has received Exchange approval for its acquisition of the La Negra Mine from Industrialas Penoles S.A. de C.V. ("Penoles") under the terms of the Letter of Intent ("LOI") between Aurcana and Reyna Mining & Engineering S.A. de C.V. ("Reyna") previously announced on February 6, 2006. Under the terms of the acquisition Aurcana will own an 80% interest in the La Negra Mine and Reyna will own 20%. Aurcana will be responsible for the cost of the acquisition and up to US$3.0 million in expected costs and working capital to bring the mine back into production. The total cost of the acquisition is US$3.0 million of which US$2.0 million is to be paid to Penoles on closing scheduled for the week of April 17, 2006. The remaining payment of US$1.0 million, will be due 12 months from closing. Under the terms of the LOI Aurcana is required to pay Reyna US$25,000 on execution of the LOI (paid), US$500,000 and US$725,000 on the date which is twelve and twenty four months respectively from the execution of a definitive joint venture agreement. Aurcana will issue to Reyna three million shares of which one million shares will be issued on the execution of a definitive agreement and one million shares on each of the dates, which is twelve and twenty fours months, respectively, following the execution of a formal joint venture agreement. In addition the Company will issue 1,000,000 warrants at a price of $0.25 to Reyna. Each warrant will entitle Reyna to purchase one common share for a period of two years.
A finder's fee of 4% of the gross transaction of US$4,250,000 in the amount of US$170,000 will be paid on this acquisition.
The proceeds of the private placement will be used principally for the initial acquisition costs of the La Negra Mine as described and for working capital purposes.
ON BEHALF OF THE BOARD OF DIRECTORS OF
"Ken Booth", President
For further information, please contact:
Ken Booth, President
Phone: (604) 331-9333
Web site: www.aurcana.com
The statements made in this News Release may contain certain forward-looking statements. Actual events or results may differ from the Company's expectations. Certain risk factors may also affect the actual results achieved by the Company.The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy and accuracy of this Release.