Aurcana Silver Corp (fka AUNFF)

[basserdan]

Aurcana Announces Transformational Transaction

GlobeNewswire
July 30, 2018

PROPOSED REVERSE TAKEOVER WITH OURAY SILVER MINES

EQUIPMENT PURCHASE AGREEMENT FOR SHAFTER EQUIPMENT

UPDATED SHAFTER-PRESIDIO MINE PRELIMINARY ECONOMIC ASSESSMENT (“PEA”)

VANCOUVER, British Columbia, July 30, 2018 (GLOBE NEWSWIRE) -- Aurcana Corporation (AUN.V) (“Aurcana” or the “Company”) is pleased to announce a series of transactions to enable the Company’s plan to become a multi-asset mid-tier silver producer. The Company will announce its funding approach in the near future and is already in discussions with potential equity partners and non-dilutive capital providers.

All dollars herein are in United States Dollars unless otherwise noted.

1) Material Acquisition and Reverse Take Over:

Aurcana has entered into a letter of intent dated July 27, 2018 (the “LOI”) with certain wholly owned investment vehicles controlled by Lascaux Resource Capital Fund I LP (collectively, the “LRC Group”) pursuant to which Aurcana will effect a business combination and reverse takeover transaction that will result in, among other things, Aurcana acquiring all of the issued and outstanding shares of common stock of Ouray Silver Mines, Inc. a corporation incorporated under the laws of Colorado (“Ouray” and together with the LRC Group, the “OSM Group”) on a debt free basis in exchange for newly issued common shares of Aurcana (collectively, the “Proposed Transaction”). Ouray is a private company wholly owned by the LRC Group. The OSM Group is at arm’s length to Aurcana and owns 100% of the Revenue-Virginius Mine (“RV Mine”) in Ouray, Colorado which is a fully permitted past producing (last production 2015) polymetallic deposit that derives the majority of its revenue from silver. In June 2018, SRK Consulting (U.S.), Inc. (“SRK”) completed a feasibility study (the “RV Mine FS”) in compliance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) of the Canadian Securities Administrators on the RV Mine demonstrating a Base Case1 After-Tax Net Present Value using a 5% discount rate (“NPV5”) of $74.9 million and an After-Tax Internal Rate of Return (“IRR”) of 71.2%. In connection with the Proposed Transaction, Aurcana also intends to complete an offering of subscription receipts to raise gross proceeds of not less than C$10 million (the “Offering”) to close concurrent with the Proposed Transaction. Terms and the ultimate size of the Offering will be announced at a later date. The Proposed Transaction has the support of the Board of Directors of Aurcana, as well as Orion Mine Finance (“Orion”), the largest (15%) shareholder of Aurcana, and Orion and each of the directors and senior officers of Aurcana have executed support agreements in favor of the Proposed Transaction. The Proposed Transaction is contemplated to be completed by a Plan of Arrangement pursuant to the Business Corporations Act (British Columbia) (the “Plan”). The Parties target closing the Proposed Transaction in early November.

2) Equipment Purchase Agreement:

Aurcana has entered into a purchase agreement (the “Equipment Purchase Agreement”) with entities controlled by Orion to purchase equipment owned by the Orion entities and that remains located at Aurcana’s wholly owned oxide silver Shafter-Presidio Mine (the “SP Mine”) in Texas. The consideration paid under the Equipment Purchase Agreement will total $4.5 million, of which $500,000 will be paid in cash and the remainder of which will be paid by the issuance of 23,894,535 pre-Share Consolidation Aurcana Shares (see definition herein), which will be issued to Orion under the Plan of Arrangement. This Equipment Purchase Agreement is anticipated to reduce the overall capital cost of placing the SP Mine into production.

3) Updated PEA for the SP Mine:

Aurcana has received results of an updated PEA for the SP Mine based on the Company’s current mineral resource estimate, as disclosed in the Company’s news release dated January 12, 2016 (the “Resource Estimate”). The Resource Estimate was combined with an updated capital cost (in part based on the Equipment Purchase Agreement), updated operating cost, and an optimized mine plan. The updated PEA demonstrates a Base Case2 After-Tax NPV5 of $15.9 million and an After-Tax IRR of 38.1%. The PEA is preliminary in nature and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the economic results described in the PEA will be realized.

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