Aurcana Corporation ("Aurcana" or the "Company") is pleased to announce that it has entered into an agreement (the "Engagement Letter") with Sunel Securities Inc. (the "Agent"), who has agreed to act as Agent for and on behalf of the Company, on a "best efforts" agency basis, in connection with a private placement of equity units (the "Units") at a purchase price of $0.31 per Unit for minimum gross proceeds of CDN$50,000,000 and maximum gross proceeds of CDN$60,000,000 (the "Offering"). Each Unit will consist 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") will permit the holder 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 $0.41 per Warrant Share.
In accordance with the terms and conditions of the Engagement Letter, the Company will pay to the Agent a cash commission equal to 7% of the gross proceeds of the Offering received by the Company. As additional compensation, the Company will issue compensation options to the Agent, entitling the Agent to purchase, in the aggregate such number of units (the "Broker's Units") as is equal to 7% of the number of Units sold pursuant to the Offering exercisable 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 will consist 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 will entitle 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.
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 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.
The Offering is scheduled to close on or about November 30, 2010 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange. 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.
In addition to the Offering, the Company is also pleased to announce that it has entered into a term sheet with Sprott Asset Management LP for and on behalf of certain of the Sprott funds ("SAM") for a US$12,500,000 senior secured note offering (the "Note Offering"). In addition, the Company has entered into a term sheet with Sprott Resource Lending Partnership ("SRLP") for a US$12,500,000, senior secured debt financing (the "Debt Financing"). The Debt Financing will be advanced in two tranches. An aggregate of US$5,000,000 of the Debt Financing will be advanced to the Company on the closing of the initial tranche of the Debt Financing with the balance of US$7,500,000 to be advanced at the request of the Company upon completion of certain conditions precedent. The entire amount of US$12,500,000 under the Note Offering will be advanced at the request of the Company upon completion of certain conditions precedent, concurrent with the closing of the second tranche of the Debt Financing. The proceeds from the Note Offering and the Debt Financing will be used to fund the development of Aurcana's wholly-owned Shafter silver project in Texas through production. The Company will grant security over substantially all of its properties and assets in favour of both SAM and SRLP, whose security interests will rank equally as between them.
In consideration for the Note Offering and the Debt Financing, the Company will issue to each of SAM and SRLP 6 million share purchase warrants (12 million warrants in the aggregate) exercisable into common shares of the Company for a period of 24 months from the date of the closing of the initial tranche of the Debt Financing at an exercise price of CDN$0.50 per share, together with a non-refundable bonus payment of $625,000 ($1,250,000 in the aggregate), payable at the election of the Company in cash or common shares of the Company upon closing of the initial advance. The Company will also pay to the Agent a cash commission of 2% of the maximum principal amount of the Debt Financing and the Note Financing upon closing of the initial tranche of the Debt Financing.
The Debt Financing will be repayable in 11 quarterly instalments commencing on June 30, 2011, and ending on December 31, 2013 and the Note Financing will be repayable in 8 quarterly instalments commencing on March 31, 2012, and ending on December 31, 2013.
Pursuant to the Note Offering, Aurcana will deliver the cash equivalent of a total of 830,000 ounces to SAM priced at the prior day 4 pm Bloomberg composite closing value of silver (ticker: SILV), over the term of the Notes. Pursuant to the Debt Financing, Aurcana will deliver the cash equivalent of 830,000 ounces to SRLP priced at the prior day 4 pm Bloomberg composite closing value of silver (ticker: SILV), over the term of the Debt Financing multiplied by the lesser of (a) the prior day closing spot rate; or (b) US$19.00 per ounce. Plus if the prior day's closing spot price is greater than US$23.00, SRLP will also receive 50% of the amount over US$23.00 multiplied by the number of ounces. Aurcana has guaranteed a minimum rate of return of 5% per annum on both the Note Offering and the Debt Financing.
The first tranche of the Debt Financing is expected to close on or before December 15, 2010, subject to definitive documentation and normal course due diligence and the receipt of all necessary approvals including the approval of the TSX Venture Exchange.
Mr. Lenic Rodriguez, the Company's President, stated "Upon the successful closing of these financings, Aurcana will be fully funded to take Shafter into production, and construction of the Shafter project will begin immediately. These financings will also allow Aurcana to buy back the 50% life of mine silver stream from a wholly owned subsidiary of Silver Wheaton which will greatly improve the cash flow from the La Negra mine. Once completed Aurcana will have a clear path to becoming a 5 million ounce plus mid-tier silver producer."
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 92% owned La Negra silver-lead-zinc-copper mine is on target to increase production to over 2.5 million ounces Silver Equivalent annually with the recently completed expansion to 1,500 tonnes per day. 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.