|By Marketwired .||
|March 3, 2014 06:28 PM EST||
TORONTO, ONTARIO -- (Marketwired) -- 03/03/14 -- Duran Ventures Inc. (TSX VENTURE:DRV)(LMA:DRV) ("Duran" or the "Company") announces, further to its news release of October 15, 2013 that it was reviewing its strategic alternatives, that it has entered into mining concessions transfer and asset sales agreements (the "Agreements") dated March 3, 2014 with Minera Penoles de Peru S.A. ("Penoles"), a Peruvian subsidiary of Industrias Penoles S.A.B. de C.V. (BMV:PE&OLES) ("Industrias Penoles"), pursuant to which Duran has agreed to sell to Penoles the Company's Aguila Porphyry Copper-Molybdenum Project in Peru as well as the Company's 50% interest in the Corongo concessions and certain other assets (together, the "Subject Assets"). Industrias Penoles is the leading world producer of refined silver, metallic bismuth and sodium sulfate, and one of the main Latin-American producers of refined lead, zinc, as well as a leading Mexican producer of refined gold.
The purchase price for the Subject Assets will be a total of US$7,000,000, payable on closing (the "Closing"). Closing of the purchase and sale of the Subject Assets (the "Transaction") is expected to occur in late April 2014, and in any event no later than May 31, 2014.
The Subject Assets include certain mining concessions, surface infrastructure, and surrounding mining rights in the vicinity of the Company's Aguila Pit in north-central Peru. In particular, they include:
i. title to 20 mining concessions in the vicinity of the Aguila Pit, including the Pasacancha and Cashapampa concessions comprising the Company's Aguila mineral project (the "Aguila Concessions"); ii. the Company's 50% interest in certain mineral concessions known as the Corongo project held by Corongo Exploraciones S.A.C., a subsidiary of Duran, which are currently the subject of a property option agreement among the Company, its wholly owned subsidiary Minera Aguila de Oro S.A.C. ("Madosac") and Viper Gold Ltd.; and iii.the surface facilities currently used as an exploration camp and storage facility related to the Company's mining activities at the concessions comprising the Aguila project.
The Transaction is expected to constitute a Reviewable Disposition as defined in Policy 5.3 - Acquisitions and Dispositions of Non-Cash Assets of the TSX Venture Exchange Inc. ("TSXV") and, as such, completion of the Transaction remains subject to (i) approval by a majority of the votes cast at a special meeting of shareholders (the "Meeting") and (ii) regulatory approval by the TSXV. Closing is also subject to certain other conditions which are customary for a transaction of this nature. The Agreements include certain representations and warranties of Duran and its subsidiaries in favour of Penoles, including in connection with corporate, tax, environmental, labour and title issues. Duran and its subsidiaries will also indemnify Penoles for breaches of its representations, warranties and convenants for a period of five years following completion of the purchase and sale of the Subject Assets. Penoles has agreed to assume all liabilities of Duran in connection with the Cashapampa concessions partially comprising the Subject Assets.
Duran has also entered into a conditional termination agreement with Viper Gold Ltd. dated March 3, 2014 (the "Conditional Termination Agreement"), the holder of the remaining 50% interest in the Corongo concessions. Viper earned its interest in the Corongo concessions pursuant to a property option agreement (the "Option Agreement") entered into with Duran and Madosac on March 17, 2010. Subject to the receipt of TSXV and shareholder approval, Viper has agreed to transfer all of its interest in the Corongo concesssions to Duran in exchange for the sum of US$200,000, representing 50% of the sale price of the Corongo concessions, concurrently with the Closing of the Transaction as well as the termination of the Option Agreement. In the event the Transaction does not close, Viper will not transfer its interest in the Corongo concessions to Duran and the Option Agreement will not terminate.
The Company intends to use the proceeds from the Transaction to continue to pursue and develop other resource and mining opportunities in the ordinary course of its business, including with respect to its inventory of mineral properties in Peru which are not subject to the Transaction. More specifically, the Company will follow a prospect generator model where the Company will seek new partners to explore and develop properties in Duran's existing portfolio. The Company will continue to generate and acquire new prospective areas while partners are actively exploring Duran's existing properties. Duran is in a unique position to take advantage of attractive market conditions to acquire highly prospective properties. Duran will use its 20 year history of mineral exploration in Peru to position the Company for future exploration opportunities in Peru.
Duran currently has two mineral properties, the Don Pancho Lead/Zinc Project and the Minasnioc Gold/Silver Project, acquired 100% by the Company and then optioned to third parties by applying the prospect generator model. The Company's other existing exploration properties include the Mamanina Copper/Molybdenum/Gold Porphyry Project, located just 15 kilometres south of the Aguila Concessions, and the prospective Panteria Copper/Gold Project. Both projects show indications of mineralized porphyry systems. These projects were acquired by application and are 100% owned by Duran.
The Company intends to obtain the approval of its shareholders for the Transaction at the Meeting, which is expected to be held on or before April 25, 2014.
In connection with the Transaction, the Board of Directors appointed a special committee of independent directors (the "Special Committee"). As part of its process, the Special Committee retained Canaccord Genuity Corp. ("Canaccord Genuity") to act as financial advisor and Wildeboer Dellelce LLP to act as its legal advisor. Canaccord Genuity has provided an opinion to the Special Committee that, subject to certain assumptions and limitations set out therein, the Transaction is fair, from a financial point of view, to the shareholders of Duran. The Special Committee has determined that the Transaction is in the best interest of the Company and its shareholders and has recommended the approval of the Transaction to the Board of Directors. The Board of Directors has unanimously approved the Agreement and the Transaction and has unanimously determined to recommend that the shareholders of Duran vote in favour of the Transaction at the Meeting. The directors and senior management of Duran collectively hold approximately 7.1% of the issued and outstanding shares of the Company and have agreed to vote all Duran shares held by them in favour of the Transaction at the Meeting.
The trading of the Company's shares has been halted and shall remain halted pending receipt of satisfactory documentation by the TSXV. Further updates will be announced on the status of the trading halt, the Agreement, and the Transaction as appropriate. All of the transactions contemplated by the Agreements are subject to the approval of the TSXV.
Duran is a Canadian exploration company focused on the exploration and development of porphyry copper, precious metal, and polymetallic deposits in Peru.
Duran Ventures Inc. is a Canadian resource company listed on the
TSX Venture Exchange and the Bolsa de Valores de Lima: Symbol "DRV".
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.
Disclosure Regarding Forward-Looking Statements: This press release contains certain "Forward-Looking Statements" within the meaning of applicable securities legislation. We use words such as "might", "will", "should", "anticipate", "plan", "expect", "believe", "estimate", "forecast" and similar terminology to identify forward looking statements and forward-looking information. Such statements and information are based on assumptions, estimates, opinions and analysis made by management in light of its experience, current conditions and its expectations of future developments as well as other factors which it believes to be reasonable and relevant. Forward-looking statements and information involve known and unknown risks, uncertainties and other factors that may cause our actual results to differ materially from those expressed or implied in the forward-looking statements and information and accordingly, readers should not place undue reliance on such statements and information. Risks and uncertainties that may cause actual results to vary include but are not limited to the speculative nature of mineral exploration and development, including the uncertainty of resource estimates; operational and technical difficulties; the availability to the Company of suitable financing alternatives; fluctuations in copper and molybdenum and other commodity prices; changes to and compliance with applicable laws and regulations, including environmental laws and obtaining requisite permits; political, economic and other risks arising from our Peruvian activities; fluctuations in foreign exchange rates; as well as other risks and uncertainties which are more fully described in our annual and quarterly Management's Discussion and Analysis and in other filings made by us with Canadian securities regulatory authorities and available at www.sedar.com. While the Company believes that the expectations expressed by such forward-looking statements and forward-looking information and the assumptions, estimates, opinions and analysis underlying such expectations are reasonable, there can be no assurance that they will prove to be correct. In evaluating forward-looking statements and information, readers should carefully consider the various factors which could cause actual results or events to differ materially from those expressed or implied in the forward looking statements and forward-looking information.
"We analyze the video streaming experience. We are gathering the user behavior in real time from the user devices and we analyze how users experience the video streaming," explained Eric Kim, Founder and CEO at Streamlyzer, in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 9, 2016 11:45 AM EST Reads: 673
In his keynote at 18th Cloud Expo, Andrew Keys, Co-Founder of ConsenSys Enterprise, provided an overview of the evolution of the Internet and the Database and the future of their combination – the Blockchain. Andrew Keys is Co-Founder of ConsenSys Enterprise. He comes to ConsenSys Enterprise with capital markets, technology and entrepreneurial experience. Previously, he worked for UBS investment bank in equities analysis. Later, he was responsible for the creation and distribution of life sett...
Dec. 9, 2016 11:45 AM EST Reads: 7,358
Get deep visibility into the performance of your databases and expert advice for performance optimization and tuning. You can't get application performance without database performance. Give everyone on the team a comprehensive view of how every aspect of the system affects performance across SQL database operations, host server and OS, virtualization resources and storage I/O. Quickly find bottlenecks and troubleshoot complex problems.
Dec. 9, 2016 11:45 AM EST Reads: 2,232
Application transformation and DevOps practices are two sides of the same coin. Enterprises that want to capture value faster, need to deliver value faster – time value of money principle. To do that enterprises need to build cloud-native apps as microservices by empowering teams to build, ship, and run in production. In his session at @DevOpsSummit at 19th Cloud Expo, Neil Gehani, senior product manager at HPE, discussed what every business should plan for how to structure their teams to delive...
Dec. 9, 2016 11:45 AM EST Reads: 1,533
20th Cloud Expo, taking place June 6-8, 2017, at the Javits Center in New York City, NY, will feature technical sessions from a rock star conference faculty and the leading industry players in the world. Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud strategy.
Dec. 9, 2016 11:45 AM EST Reads: 2,370
SYS-CON Events announced today that Fusion, a leading provider of cloud services, will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Fusion, a leading provider of integrated cloud solutions to small, medium and large businesses, is the industry’s single source for the cloud. Fusion’s advanced, proprietary cloud service platform enables the integration of leading edge solutions in the cloud, including clou...
Dec. 9, 2016 11:30 AM EST Reads: 525
DevOps is being widely accepted (if not fully adopted) as essential in enterprise IT. But as Enterprise DevOps gains maturity, expands scope, and increases velocity, the need for data-driven decisions across teams becomes more acute. DevOps teams in any modern business must wrangle the ‘digital exhaust’ from the delivery toolchain, "pervasive" and "cognitive" computing, APIs and services, mobile devices and applications, the Internet of Things, and now even blockchain. In this power panel at @...
Dec. 9, 2016 11:30 AM EST Reads: 1,004
"MathFreeOn.com is a line coding platform for engineers and scientists. When they want to solve an engineering problem and they have to use software - they have to pay a lot of money for licenses - but with MathFreeOn you don't have to pay a lot of money. Just go to our site and write the code and you can check the result right away," explained Simon Lee, CMO of MathFreeOn, in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Cla...
Dec. 9, 2016 11:21 AM EST Reads: 148
SYS-CON Events announced today that Dataloop.IO, an innovator in cloud IT-monitoring whose products help organizations save time and money, has been named “Bronze Sponsor” of SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Dataloop.IO is an emerging software company on the cutting edge of major IT-infrastructure trends including cloud computing and microservices. The company, founded in the UK but now based in San Fran...
Dec. 9, 2016 11:00 AM EST Reads: 702
The Internet of Things will challenge the status quo of how IT and development organizations operate. Or will it? Certainly the fog layer of IoT requires special insights about data ontology, security and transactional integrity. But the developmental challenges are the same: People, Process and Platform and how we integrate our thinking to solve complicated problems. In his session at 19th Cloud Expo, Craig Sproule, CEO of Metavine, demonstrated how to move beyond today's coding paradigm and sh...
Dec. 9, 2016 11:00 AM EST Reads: 723
With major technology companies and startups seriously embracing IoT strategies, now is the perfect time to attend @ThingsExpo 2016 in New York. Learn what is going on, contribute to the discussions, and ensure that your enterprise is as "IoT-Ready" as it can be! Internet of @ThingsExpo, taking place June 6-8, 2017, at the Javits Center in New York City, New York, is co-located with 20th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry p...
Dec. 9, 2016 10:30 AM EST Reads: 2,091
@DevOpsSummit at Cloud taking place June 6-8, 2017, at Javits Center, New York City, is co-located with the 20th International Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is no time to wait for long developm...
Dec. 9, 2016 10:15 AM EST Reads: 1,925
Dec. 9, 2016 10:15 AM EST Reads: 1,982
"This is specifically designed to accommodate some of the needs for high availability and failover in a network managed system for the major Korean corporations," stated Thomas Masters, Managing Director at InfranicsUSA, in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 9, 2016 10:15 AM EST Reads: 433
Infrastructure is widely available, but who’s managing inbound/outbound traffic? Data is created, stored, and managed online – who is protecting it and how? In his session at 19th Cloud Expo, Jaeson Yoo, SVP of Business Development at Penta Security Systems Inc., discussed how to keep any and all infrastructure clean, safe, and efficient by monitoring and filtering all malicious HTTP/HTTPS traffic at the OSI Layer 7. Stop attacks and web intruders before they can enter your network.
Dec. 9, 2016 10:13 AM EST Reads: 217