Arian Resources Corp. Announces Execution of Option Agreement and Non-Brokered Private Placements
12.04.2013 | Marketwire
VANCOUVER, April 12, 2013 - Arian Resources Corp. ("Arian" or the "Company") - (TSX VENTURE:ARC)(FRANKFURT:A1KAU6) -Mr. Zahir Dhanani, President and CEO, is pleased to announce that Arian Resources Corp. ("Arian" or the "Company") has entered into an 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 (the "Option Agreement"). Pursuant to the terms of the Option Agreement, Sinomine has the right to earn up to a 60% equity interest in JAB, which has applied for a gold exploration permit (the "License") in respect of the Kacinar gold project located in Albania (the "Project").
The Option Agreement
The Option Agreement provides, among other things, that 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 closing ("Closing") 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"). Sinomine will also act as operator of the Project.
At Closing, three of Arian's six directors will resign from the board of directors (the "Board") and two nominees of Sinomine will be appointed to the Board, for a total of five directors. In addition, it is expected that one of Sinomine's Board nominees will be appointed President of Arian. Zahir Dhanani will resign as President, but will remain as Chief Executive Officer and Chairman of the Board.
Closing is subject to the approval of the TSX-V, satisfactory due diligence conducted by Sinomine on Arian and the Project and Arian obtaining the License from the Republic of Albania (as discussed below).
Zahir Dhanani, President and CEO of Arian, comments: "Arian is delighted to be forming a strategic partnership with Sinomine International Exploration, a leading mineral exploration company that has made a major financial commitment to advance Arian's flagship Kacinar Project. Sinomine is renowned for strong technical staff and its expertise in exploration and development of mineral properties. We are confident that this strategic partnership will provide supreme value to Arian's shareholders and will be the start of a long-term partnership that will continue to expand in Albania and the Balkan region."
Private Placement of Various Subscribers
In connection with the Transaction and in order to enable Arian to fulfill its obligations under the Option Agreement, Arian is undertaking a non-brokered private placement financing (the "Arian Financing") with various subscribers under the "accredited investor" and "friends and family" prospectus exemptions.
The Arian Financing is expected to be comprised of up to 3 million units ("Units") at a price of Cdn.$0.15, each Unit being comprised of one common share of Arian ("Share") and one share purchase warrant ("Warrant"), with each Warrant entitling the holder to one Share at an exercise price of Cdn.$0.25 for a period of five years from the date of distribution. Closing of the Arian Financing may take place on or before the date of Closing.
Arian may pay finder's fees for the Units sold in the Arian Financing, at the discretion of Arian.
Concurrent Private Placement of Sinomine
In connection with the Transaction, at the Closing, Sinomine will subscribe for such number of Units as is equal to 9.9% of the total number of Shares issued and outstanding, including those issued pursuant to the Arian Financing (the "Sinomine Financing").
All Shares issued under the Arian Financing and the Sinomine Financing will be subject to a hold period under securities laws of four months and a day from the date of Closing.
Albanian License
JAB has received a letter from The Ministry of Economy, Trade and Energy Bid Evaluation Commission of the Republic of Albania (the "Ministry") thanking the Company for participating in the tender process held on March 25, 2013 and declaring JAB as the winner for the gold exploration permit for area No.4/1, Kacinar, Lezhe region.
JAB has also received a second letter from the Ministry dated April 4, 2013 informing JAB that it is now entitled to apply to the National Licensing Center (NLC) for the final issuance of the License. The Company has lodged its application with NLC for the 35.84 sq. kms gold exploration license and is expecting to be granted the License in the near term. Until December 2012, the Company had the Gjazuj exploration license whose 8 sq. km is encompassed within the 35.84 sq. km. Kacinar License being applied for.
About the Project
Based on the geological, geochemical and geophysical results obtained to date, the Company has unearthed what appears to be a new gold bearing greenstone belt in Albania. Where suitable tectonic and intrusive activity has occurred greenstone belts can contain substantial gold deposits.
Greenstone hosted gold deposits currently provide over 13% of global gold production, with examples such as the Kirkland Lake, Malartic and Detour Lake mines within the Abitibi belt in Canada, the Tasiast Mine in Mauritania and Fimiston mine in Kalgoorlie, Australia.
Within the Kacinar license there appears to be potential for two styles of mineralization. The first is quartz carbonate-sulphide shear hosted veins as discovered in the Company's drill testing program. The second is porphyry copper-gold mineralization associated with emergent core complexes as interpreted from the Company's geophysical survey.
Within the outlined greenstone belt, historic Albanian Geological Survey work defined six areas which contain stream sediments anomalous in gold. Drill testing of a small area (400m by 200m) associated with one of these geochemical anomalies by the Company outlined nine steeply dipping quartz carbonate-sulphide shear hosted veins, averaging 4 meters in width and averaging 2.7 grams/tonne gold. These veins are open along strike and at depth and are consistent with the type of mineralization found in established greenstone hosted gold deposits and collectively offer significant potential.
Analysis of drill core and surface trench samples from this area has resulted in 61 samples with grades greater than 1 gram per ton gold ("g/t Au"). Of these, 20 samples have greater than 5 g/t Au and are listed in the following table:
Drill hole Sample From To Gold
or trench (m) (m) (g/t)
GZJ1017 501505 86 87 39.4
GZJ1011 500719 28 29 29.8
Zone1 GZJ208 7 8 16.9
GZJ1005 500264 67 68 16.75
GZJ1010 500571 41 42 14.9
GZJ1008 500450 53 54 14.55
GZJ1016 501306 42 43 12.85
GZJ1008 500459 61 62 11.7
GZJ1012 500831 42 43 11.35
GZJ1019 501781 60 61 11.15
GZJ1005 500265 68 69 10.75
Zone1 GZJ207 6 7 10.5
GZJ1008 500445 48 49 9.04
GZJ1008 500460 62 63 8.18
GZJ1014 501110 117 118 8.15
GZJ1005 500291 91 92 7.69
GZJ1019 501780 59 60 6.35
GZJ1011 500717 26 27 5.91
GZJ1010 500595 63 64 5.75
GZJ1005 500263 66 67 5.32
As seen above, the highest assay was 39.4 g/t Au over 1 metre on drill hole GZJ1017. Significant intersections include 1.51 g/t Au over 14 metres thickness on drill hole GZJ1012 and 7.01 g/t Au over 6 metres on drill hole GZJ1011. Note that these thicknesses are not necessarily true widths.
Preliminary metallurgical test work indicates that 94% of the gold can be separated into a sulphide concentrate using standard floatation processes. The gold occurs as separate grains associated with the sulphides.
Following the completion of the drilling program an induced polarization geophysical survey was undertaken in the Gjazuj area. This survey reveals the presence of numerous high priority resistivity and chargeability anomalies. These are interpreted to represent both the shear zone hosted sulphide mineralization identified in the drilling and large sulphide bearing intrusives lying immediately adjacent to and below the shear zones. The intrusives are further interpreted to represent porphyry copper-gold mineralization associated with the emergent core complexes. A number of high priority targets have been identified for drill testing (target depths ranging from 50 to 250m).
The potential presence of a zone of emergent core complexes that runs north-south through the Gjazuj area is significant. Such zones can be associated with porphyry copper-gold instrusive systems that contain both considerable gold (multi-million ounce) and copper resources. Mineralization of this type has been identified in two sub-parallel belts located to the east of Albania (within Serbia-Macadonia-Greece and within Serbia-Bulgaria). As virtually no modern day exploration has been undertaken on the identified Albanian zone it is considered to offer considerable potential.
Chad Ulansky, P.Geo., is the "qualified person" under National Instrument 43-101 who has reviewed the technical disclosure in this news release and is responsible for the technical information contained in this release.
The transactions described above, including the terms of the Units, are all subject to the approval of the TSX-V.
ON BEHALF OF THE BOARD OF DIRECTORS
Zahir Dhanani
President & CEO Arian Resources Corp.
About Arian Resources Corp.
Arian Resources Corp. is a junior mineral exploration company with a focus on the exploration of prospective gold 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.
This news release may contain forward-looking statements including but not limited to comments regarding the timing and content of upcoming work programs, geological interpretations, receipt of property titles, potential mineral recovery processes, completion of the Arian Financing, the Sinomine Financing and the Transaction. 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.
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Contact
Arian Resources Corp.
Zahir Dhanani
604.248.5175
604.687.3141 (FAX)
zip1@shaw.ca