Vior Enters Into Definitive Agreements With Aurvista Gold
10 March 2011 - 12:30AM
Marketwired
SOCIETE D'EXPLORATION MINIERE VIOR INC. (TSX VENTURE:
VIO)(FRANKFURT: VL5) - is pleased to announce the signing of
definitive agreements with Aurvista Gold Corporation ("Aurvista")
under the terms announced on February 4.
These agreements foresee the acquisition by Aurvista of up to
100% ownership interest in the Douay property, located in the
Abitibi region of Quebec. Vior and Aurvista currently own 75% and
25% ownership interest in the Douay property, respectively.
To acquire an additional 25% undivided interest in the Douay
property, thereby bringing its total interest in the property to
50%, Aurvista must pay $1.5 million in cash to Vior on or before
April 4, 2011. Aurvista expects to fund this payment with the
proceeds of a proposed private placement that will take place in
the coming weeks.
Once owning 50% undivided interest and in order to increase this
to 100%, Aurvista must issue a minimum of 21.25 million shares to
Vior. After issuing these shares, it is expected that Aurvista will
have approximately 45.25 million shares issued and outstanding (on
a pre-consolidation base and based on a 2 for 1 ratio). Aurvista
must also complete an initial public offering and obtain a stock
exchange listing before August 1, 2011. It is expected that
following the consolidation Aurvista will issue a minimum of 2
million shares in its initial public offering at a price of $1.00
per share, for minimum gross proceeds to Aurvista of $2 million. As
a result, the Aurvista shares held by Vior will have an aggregate
market value of approximately $21.25 million. If the Aurivista
shares are issued at a price under $1.00 per share, then the number
of shares issued to Vior must be adjusted accordingly, to an
aggregate market value of at least $20 million.
These final agreements also anticipate that Aurvista will
complete a minimum of $3 million in exploration work on the Douay
property on or before December 31, 2011.
For a period of three years, Vior will be entitled to either one
or two representatives on Aurvista's Board of Directors, depending
on the percentage of Aurvista shares held by Vior.
For as long as Vior holds at least 10% of Aurvista's issued and
outstanding shares, Vior will exercise the voting rights attached
to all its shares of Aurvista, in accordance with the
recommendations of Aurvista's Board of Directors, and Aurvista will
have the right to exercise the voting rights attached to all Vior
shares that it holds in accordance with the recommendations of
Vior's Board of Directors. Currently, Aurvista holds approximately
5.7% of Vior's outstanding shares.
For as long as Vior holds at least 10% of Aurvista's issued and
outstanding shares, should Aurvista issue new shares, Vior will
benefit from a pre-emptive right and will be entitled to
participate in this placement in order for it to maintain its
holding in Aurvista.
For a period of one year from the date of issue, Vior cannot
distribute any Aurvista shares that it holds to its
shareholders.
It is expected that the Aurvista shares issued to Vior under
this transaction will be subject to escrow in accordance with
applicable Canadian securities regulations. It is Vior's intent to
distribute to its shareholders a maximum number of the Aurvista
shares received by Vior under this transaction within a delay of
one year following their complete release from escrow.
This transaction is subject to a number of conditions, including
the approval by Vior's shareholders and the completion of an
initial public offering by Aurvista, and Aurvista's stock exchange
listing before August 1, 2011. Vior has the right to terminate the
agreement should Aurvista fail to make the $1.5 million payment to
acquire an additional 25% undivided interest in the Douay project
before April 4, 2011.
Profile
Vior is a growing mining company focused on developing its
properties. The company owns a 75% participating interest in the
Douay Ouest gold project and other mineral properties.
SEDAR : Societe d'exploration miniere Vior inc.
The TSX Venture Exchange (TSX Venture) does not accept
responsibility for the adequacy or accuracy of this Press
Release.
Contacts: Claude St-Jacques President 418-692-2678
cstjacques@vior.ca Marc L'Heureux Vice-president Exploration
418-692-2678 mlheureux@vior.ca www.vior.ca
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