|By Marketwired .||
|August 22, 2013 06:04 PM EDT||
VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 08/22/13 -- Los Andes Copper Ltd. ("Los Andes", or the "Company") (TSX VENTURE:LA) (PINKSHEETS:LSANF) is pleased to announce that it has entered into a memorandum of understanding (the "TBML Transaction") to indirectly acquire non-consumptive water rights for the Rocin River, which currently runs through the Company's mining claims, together with studies for the development of a 29 MW run of river hydroelectric project (collectively, the "Hydro Power Project"). Los Andes has agreed to issue to Turnbrook Mining Ltd. ("TBML") a total of 37,500,000 shares in the capital of the Company at a deemed price of $14,450,000 or $0.39 per share in exchange for all of the issued and outstanding shares of DK Corporation, a company incorporated pursuant to the laws of the Bahamas, which owns all of the issued and outstanding shares of Rocin SpA, a company incorporated pursuant to the laws of Chile. Rocin SpA is the registered and beneficial owner of the Hydro Power Project. The issue price per share represents a significant premium to today's closing price.
Completion of the TBML Transaction is subject to agreement on and completion of formal documentation, due diligence, approval of all governmental and regulatory authorities, shareholders and third parties, including the approval of disinterested Los Andes shareholders, and the receipt by Los Andes of an independent fairness opinion supporting the value attributed to the Hydro Power Project.
Los Andes management believes that the acquisition of the Hydro Power Project will bring a number of important benefits to the Company. Securing power at reasonable costs has become one of the key challenges for the mining industry in Chile, and the Hydro Power Project will not only ultimately provide a portion of the power requirements for the Company's mine at a very low cost, but will also provide Los Andes with a regular source of cash flow until the power is required by the Company. These funds will help fund the mine's pre-construction development and other ongoing costs, and reduce the need for future dilution of the Company's shares.
The Company will complete a Filing Statement setting out information concerning the TBML Transaction, and once the Filing Statement has been approved by the TSX Venture Exchange and filed on SEDAR, the Company will distribute Forms of Consent to be executed and returned to the Company. Current shareholders of the Company who are not at arm's length with TBML will not be entitled to vote on the approval of the TBML Transaction.
The Vizcachitas Project offers potential for a low strip, open pit operation in an area of low elevation with excellent infrastructure, including water and power in central Chile. The Vizcachitas deposit occurs in the same metallogenic belt as the giant copper-molybdenum porphyries Rio Blanco-Los Bronces, Los Pelambres and El Teniente. Based on 35,255 metres of drilling in 130 diamond drill holes, the project contains an indicated resource of 515 million tonnes grading 0.39% copper and 0.011% molybdenum and an inferred resource of 572 million tonnes grading 0.34% copper and 0.012% molybdenum at a 0.30% copper equivalent cutoff. Additional information about the Vizcachitas Project is available in the National Instrument 43-101 Technical Report prepared by AMEC and filed by the Company on SEDAR on August 29 2008, and on our website at www.losandescopper.com.
Antony J. Amberg, M.Sc., C.Geol., a qualified person as defined by National Instrument 43-101, supervised the preparation of the technical information in this news release.
Certain of the information and statements contained herein that are not historical facts, constitute "forward-looking information" within the meaning of the Securities Act (British Columbia), Securities Act (Ontario) and the Securities Act (Alberta) ("Forward-Looking Information"). Forward-Looking Information is often, but not always, identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "expect" and "intend"; statements that an event or result is "due" on or "may", "will", "should", "could", or might" occur or be achieved; and, other similar expressions. More specifically, Forward-Looking Information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such Forward-Looking Information; including, without limitation, the achievement and maintenance of planned production rates, the evolving legal and political policies of Chile, the volatility in the Chilean economy, military unrest or terrorist actions, metal and energy price fluctuations, favourable governmental relations, the availability of financing for activities when required and on acceptable terms, the estimation of mineral resources and reserves, current and future environmental and regulatory requirements, the availability and timely receipt of permits, approvals and licenses, industrial or environmental accidents, equipment breakdowns, availability of and competition for future acquisition opportunities, availability and cost of insurance, labour disputes, land claims, the inherent uncertainty of production and cost estimates, currency fluctuations, expectations and beliefs of management and other risks and uncertainties, including those described in Management's Discussion and Analysis in the Company's financial statements.
Such Forward-Looking Information is based upon the Company's assumptions regarding global and Chilean economic, political and market conditions and the price of metals and energy, and the Company's production. Among the factors that have a direct bearing on the Company's future results of operations and financial conditions are changes in project parameters as plans continue to be refined, a change in government policies, competition, currency fluctuations and restrictions and technological changes, among other things. Should one or more of any of the aforementioned risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from any conclusions, forecasts or projections described in the Forward-Looking Information. Accordingly, readers are advised not to place undue reliance on Forward-Looking Information. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise Forward-Looking Information, whether as a result of new information, future events or otherwise.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.