Aurcana Corporation ("Aurcana" or the "Company") is pleased to announce that it has closed its previously announced fully subscribed Equity Offering (the "Offering"). The Company has issued 193,548,387 units (the "Units") at a purchase price of $0.31 per Unit for gross proceeds of CDN$60,000,000. Each Unit consists of one common share (a "Share") of the Company and one half of one common share purchase warrant. Each whole common share purchase warrant (a "Warrant") permits the holder thereof to purchase a further common share (a "Warrant Share") of the Company for a period of 36 months from the closing of the Offering at a purchase price of CDN$0.41 per Warrant Share.
Sunel Securities Inc., its US placement agent, Sunrise Securities Corp. and its sub-agents (collectively, the "Agent") acted as lead agent on the Offering. The Company paid to the Agent a cash commission of CDN $3,969,674, representing 7% of the gross proceeds of the Offering generated by the Agent, and issued to the Agent 12,805,262 compensation options (the "Compensation Options"), which is equal to 7% of the number of Units sold by the Agent pursuant to the Offering. Each Compensation Option is exercisable into one broker's unit (a "Broker's Unit") at a price of CDN$0.41 per Broker's Unit for a period of 24 months from the closing date of the Offering. Each Broker's Unit consists of one common share in the capital of the Company and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Broker's Warrant"). Each Broker's Warrant entitles the holder to purchase one common share in the capital of the Company (a "Broker's Warrant Share") for a period of 24 months from the closing of the Offering at a purchase price of CDN$0.41 per Broker's Warrant Share. In addition, the Company paid commissions of $13,020 cash and issued 42,000 warrants ("Compensation Warrant") Each Compensation Warrant entitles the holder to purchase one common share in the capital of the Company (a "Compensation Share") for a period of 24 months from the closing of the Offering at a purchase price of CDN$0.41 per Compensation Warrant Share.The Company plans to use the net proceeds from the Offering to fund capital expenditures on its Shafter project in Texas, for general corporate purposes and for the buy-back of the silver purchase agreement with a wholly-owned subsidiary of Silver Wheaton Corp. (the "Agreement") for US$25,000,000 plus the outstanding silver balance owing, which will release Aurcana from all future obligations under the Agreement. In accordance with Canadian securities legislation currently in effect, the Shares, the Warrants and the Warrant Shares issued pursuant to the Offering will have a restricted "hold" period in Canada of four months plus one day from the date of closing of the Offering.
A portion of the Units in the Equity Offering was placed with investors within the United States ("U.S. Investors"). The U.S. Investors qualified as either i) "Qualified Institutional Buyers," as that term is defined in Rule 144A, promulgated under the Securities Act of 1933, as amended (the "1933 Act"), or ii) "Accredited Investors," as that term is defined in Rule 501(a) of Regulation D, promulgated under the 1933 Act ("Regulation D"). The placement of the Units within the United States was made in compliance with the exemption from the registration requirement of the 1933 Act provided by the safe harbour articulated in Regulation D. The Shares, Warrants and Warrant Shares comprising the Units (the "Securities") placed with U.S. Investors constitute restricted securities, and the Securities will bear a restrictive legend preventing resale within the United States except for those sales made in compliance with the 1933 Act. Any resale of the Securities outside of the United States must be made in compliance with Regulation S, promulgated under the 1933 Act.
Mr Lenic Rodriguez, the Company's President, stated "This is a very significant day for Aurcana as it completes the major turn-around activities initiated in May 2009 with the change of Leadership in the Company. The buy back of the silver purchase agreement greatly enhances the cash flow at the La Negra mine in Mexico, which will provide additional funds to Aurcana to supplement the funds received from this equity financing. With the expected closing of the previously announced CDN$25 million debt financing arranged with Sprott Asset Management and Sprott Resource Lending Partners, Aurcana now has a clear path to production at our Shafter silver mine in Texas. We are now solidly on our way to reaching our short term objective of becoming a mid tier silver producer with annual silver production growing to 5 million ounces. The commitment shown by a number of major financial institutions who have participated in our financing endorses the viability of Aurcana, its management, the La Negra mine and the Shafter development project."
About Aurcana Corporation:
Aurcana is a growth oriented, silver and base metal producer focused on near-production opportunities. Our primary assets are the La Negra Mine in Mexico and the Shafter Silver Project in Texas. The Shafter Silver Mine is scheduled to start up production within 18 months of securing permits and financing, producing 3.8 million ounces of silver in the first year. It has a NI 43-101 measured and indicated resource of 24.6 million ounces of silver (2,900,000 tons at 8.48Ag opt) and an inferred resource of 22.8 million ounces of silver (2,167,000 tons at 10.52 Ag opt) using a 4.0 ounce per ton cut off. The reader should be cautioned that the Company has not completed a feasibility study confirming the projected production capacity for La Negra and there is no certainty the Company's plans will be economically viable.
ON BEHALF OF THE BOARD OF DIRECTORS OF
"Lenic Rodriguez", President and CEO
For further information, visit the website at www.aurcana.com or contact:
Jack Barnes, Corporate Relations
Phone: (604) 331-9333
Toll Free: (866) 532-9333
Fax: (604) 633-9179
THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OF THE COMPANY IN ANY JURISDICTION. THE OFFER AND SALE OF THE SECURITIES IN THE PROPOSED OFFERING HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND WILL NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING THE OFFERING OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE TO THE COMPANY.
Caution Regarding Forward-Looking Statements -- This news release contains certain forward-looking statements, including statements regarding the business and anticipated financial performance of the Company. These statements are subject to a number of risks and uncertainties. Actual results may differ materially from results contemplated by the forward-looking statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include unsuccessful exploration results, changes in metal prices, changes in the availability of funding for mineral exploration and development, unanticipated changes in key management personnel and general economic conditions. When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and should not place undue reliance on such forward-looking statements. The Company does not undertake to update any forward-looking statements, oral or written, made by itself or on its behalf.
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.