VANCOUVER, British Columbia, September 19, 2013 /PRNewswire/ --
/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/
TSX Venture Exchange
Trading Symbol: ARC
Mr. Zahir (Zip) Dhanani, CEO of Arian, is pleased to announce that pursuant to the option and investment agreement with its wholly-owned subsidiary, JAB Resources SHPK ("JAB") and Sinomine International Exploration (Hong Kong) Holding Co. Limited ("Sinomine") dated as of April 11, 2013, as amended (the "Option Agreement"), Sinomine has confirmed that it will proceed with an exploration program on JAB's Kacinar gold project located in Albania (the "Project").
Pursuant to the Option Agreement, Arian has now closed a non-brokered private placement (the "Sinomine Financing") where Sinomine has subscribed for 4,375,981 units ("Units") at a price of Cdn.$0.15, for gross proceeds of Cdn.$656,397.15. Each Unit is comprised of one common share of Arian ("Share") and one share purchase warrant ("Warrant"), with each Warrant entitling Sinomine to one Share at an exercise price of Cdn.$0.25 for a period of five years.
Sinomine now owns 9.9% of the 44,201,827 issued and outstanding Shares.
All Shares issued under the Sinomine Financing will be subject to a hold period under securities laws of four months and a day from the date of Closing.
Board of Directors and Management
Effective at the Closing and pursuant to the terms of the Option Agreement, three of Arian's six directors have resigned from the board of directors (the "Board"), being Messrs. Anthony Jackson, Chad Ulansky and Ken Chapple. Two Sinomine nominees, being Messrs. Wang Pingwei and Zhang Xueshu, have been appointed to the Board, for a total of five directors.
Mr. Pingwei has been appointed President of Arian, while Mr. Dhanani has resigned as President, but will remain as Chief Executive Officer and Chairman of the Board. Mr. Jackson will remain as Chief Financial Officer and Messrs. Chapple and Ulansky have been appointed to Arian's advisory board.
In connection with their appointments to the Board, Arian has granted an option to purchase 200,000 Shares to each of Messrs. Pingwei and Xueshu at an exercise price of $0.20 per Share for a period of 10 years. With the resignations of Messrs. Jackson, Ulansky and Chapple from the Board, Arian has appointed the following directors to the audit committee: Ramon Mabanta (Chair), Zahir Dhanani and Xueshu Zhang.
Pursuant to the terms of the Option Agreement and in conjunction with the foregoing, Sinomine may earn up to a 60% equity interest in JAB by incurring an aggregate of Cdn.$6 million in exploration and development expenditures in relation to the Project ("Expenditures") on the following schedule:
(a) Cdn.$1 million of Expenditures within one year of the closing (the "Closing") of the Sinomine Financing in order to acquire a 10% interest in JAB;
(b) an additional Cdn.$2 million of Expenditures within two years of Closing in order to acquire an additional 20% interest in JAB; and
(c) an additional Cdn.$3 million of Expenditures within three years of Closing for an additional 30% interest in JAB (the "Transaction").
Zahir (Zip) Dhanani, President and CEO of Arian, comments: "Arian is delighted to be partnering with Sinomine International Exploration, a leading mineral exploration company to further explore the deposits of our flagship Kacinar Project. We are confident that this relationship will be the start of a long-term partnership that will continue to expand our interests in Albania and the Balkan region."
Wang Pingwei, President and Chief Executive Officer of Sinomine, commented, "Sinomine is pleased to partner with Arian and JAB to explore the Kacinar Project. Sinomine will devote its resources and utilize its world class exploration team to explore the project. In addition, Sinomine intends to work alongside Arian regarding future acquisitions in the Balkans region."
The TSX Venture Exchange has approved the Transaction, subject to Arian obtaining approval for the Transaction from its shareholders at its next annual general meeting to be held later this year.
Arian and Sinomine expect to commence exploration at the Project in the near future and will announce a detailed drill program as soon as it has been finalized.
For more information on the Option Agreement, the Sinomine Financing and the Project, please see Arian's news releases dated April 12, May 21 and July 11, 2013 that have been filed on Arian's SEDAR profile at http://www.sedar.com.
ON BEHALF OF THE BOARD OF DIRECTORS
Zahir (Zip) Dhanani, President & CEO
About Arian Resources Corp.
Arian Resources Corp. is a junior mineral exploration company listed on the TSX Venture Exchange with a focus on the exploration of prospective mineral properties in Albania.
About Sinomine International Exploration (Hong Kong) Holding Co. Limited
Sinomine is a wholly-owned subsidiary of Sinomine Resource Exploration Co., Ltd., the top resource exploration company in the People's Republic of China that is to be listed on the Shenzhen Stock Exchange.
This news release may contain forward-looking statements including but not limited to comments regarding the Project, obtaining shareholder approval of the Transaction, commencing exploration expenditures, the occurrence or timing of the expansion of Arian's operations and the undertaking of future acquisitions by Arian and Sinomine. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements and Arian undertakes no obligation to update such statements, except as required by law.
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.
For further information:
Zahir (Zip) Dhanani at +1-604-248-5175 or via email at email@example.com.
SOURCE Arian Resources Corp.