|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.
Machine Learning helps make complex systems more efficient. By applying advanced Machine Learning techniques such as Cognitive Fingerprinting, wind project operators can utilize these tools to learn from collected data, detect regular patterns, and optimize their own operations. In his session at 18th Cloud Expo, Stuart Gillen, Director of Business Development at SparkCognition, discussed how research has demonstrated the value of Machine Learning in delivering next generation analytics to imp...
Jul. 25, 2016 04:15 AM EDT Reads: 2,389
Most organizations prioritize data security only after their data has already been compromised. Proactive prevention is important, but how can you accomplish that on a small budget? Learn how the cloud, combined with a defense and in-depth approach, creates efficiencies by transferring and assigning risk. Security requires a multi-defense approach, and an in-house team may only be able to cherry pick from the essential components. In his session at 19th Cloud Expo, Vlad Friedman, CEO/Founder o...
Jul. 25, 2016 04:15 AM EDT Reads: 1,817
As organizations shift towards IT-as-a-service models, the need for managing and protecting data residing across physical, virtual, and now cloud environments grows with it. Commvault can ensure protection, access and E-Discovery of your data – whether in a private cloud, a Service Provider delivered public cloud, or a hybrid cloud environment – across the heterogeneous enterprise. In his general session at 18th Cloud Expo, Randy De Meno, Chief Technologist - Windows Products and Microsoft Part...
Jul. 25, 2016 04:00 AM EDT Reads: 1,835
"We host and fully manage cloud data services, whether we store, the data, move the data, or run analytics on the data," stated Kamal Shannak, Senior Development Manager, Cloud Data Services, IBM, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
Jul. 25, 2016 04:00 AM EDT Reads: 1,172
In addition to all the benefits, IoT is also bringing new kind of customer experience challenges - cars that unlock themselves, thermostats turning houses into saunas and baby video monitors broadcasting over the internet. This list can only increase because while IoT services should be intuitive and simple to use, the delivery ecosystem is a myriad of potential problems as IoT explodes complexity. So finding a performance issue is like finding the proverbial needle in the haystack.
Jul. 25, 2016 03:45 AM EDT Reads: 2,148
With over 720 million Internet users and 40–50% CAGR, the Chinese Cloud Computing market has been booming. When talking about cloud computing, what are the Chinese users of cloud thinking about? What is the most powerful force that can push them to make the buying decision? How to tap into them? In his session at 18th Cloud Expo, Yu Hao, CEO and co-founder of SpeedyCloud, answered these questions and discussed the results of SpeedyCloud’s survey.
Jul. 25, 2016 03:15 AM EDT Reads: 802
With the proliferation of both SQL and NoSQL databases, organizations can now target specific fit-for-purpose database tools for their different application needs regarding scalability, ease of use, ACID support, etc. Platform as a Service offerings make this even easier now, enabling developers to roll out their own database infrastructure in minutes with minimal management overhead. However, this same amount of flexibility also comes with the challenges of picking the right tool, on the right ...
Jul. 25, 2016 03:15 AM EDT Reads: 986
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. In his session at @ThingsExpo, Craig Sproule, CEO of Metavine, demonstrated how to move beyond today's coding paradigm and shared the must-have mindsets for removing complexity from the develo...
Jul. 25, 2016 01:45 AM EDT Reads: 1,213
SYS-CON Events announced today that MangoApps will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. MangoApps provides modern company intranets and team collaboration software, allowing workers to stay connected and productive from anywhere in the world and from any device.
Jul. 25, 2016 01:30 AM EDT Reads: 1,248
“We're a global managed hosting provider. Our core customer set is a U.S.-based customer that is looking to go global,” explained Adam Rogers, Managing Director at ANEXIA, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
Jul. 25, 2016 01:00 AM EDT Reads: 1,633
DevOps at Cloud Expo – being held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA – announces that its Call for Papers is open. Born out of proven success in agile development, cloud computing, and process automation, DevOps is a macro trend you cannot afford to miss. From showcase success stories from early adopters and web-scale businesses, DevOps is expanding to organizations of all sizes, including the world's largest enterprises – and delivering real results. Am...
Jul. 25, 2016 12:45 AM EDT Reads: 2,157
Basho Technologies has announced the latest release of Basho Riak TS, version 1.3. Riak TS is an enterprise-grade NoSQL database optimized for Internet of Things (IoT). The open source version enables developers to download the software for free and use it in production as well as make contributions to the code and develop applications around Riak TS. Enhancements to Riak TS make it quick, easy and cost-effective to spin up an instance to test new ideas and build IoT applications. In addition to...
Jul. 25, 2016 12:30 AM EDT Reads: 1,875
"This week we're really focusing on scalability, asset preservation and how do you back up to the cloud and in the cloud with object storage, which is really a new way of attacking dealing with your file, your blocked data, where you put it and how you access it," stated Jeff Greenwald, Senior Director of Market Development at HGST, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
Jul. 25, 2016 12:15 AM EDT Reads: 1,432
The 19th International Cloud Expo has announced that its Call for Papers is open. Cloud Expo, to be held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, brings together Cloud Computing, Big Data, Internet of Things, DevOps, Digital Transformation, Microservices and WebRTC to one location. With cloud computing driving a higher percentage of enterprise IT budgets every year, it becomes increasingly important to plant your flag in this fast-expanding business opportuni...
Jul. 25, 2016 12:15 AM EDT Reads: 2,485
"We've discovered that after shows 80% if leads that people get, 80% of the conversations end up on the show floor, meaning people forget about it, people forget who they talk to, people forget that there are actual business opportunities to be had here so we try to help out and keep the conversations going," explained Jeff Mesnik, Founder and President of ContentMX, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
Jul. 24, 2016 11:30 PM EDT Reads: 1,265