NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES
Albion Petroleum Ltd. (the "Corporation" or "Albion") (TSX VENTURE:ABP.H), a
capital pool company listed on the TSX Venture Exchange Inc. (the "Exchange" or
"TSXV") announces that it has entered into a letter of intent dated May 15,
2014, as amended (the "LOI"), with Sundance Minerals Ltd. ("Sundance"), First
Majestic Silver Corp. ("First Majestic") and 0924682 B.C. Ltd. ("NumberCo")
pursuant to which: (i) Sundance will acquire all of the issued and outstanding
securities of NumberCo and all of the issued and outstanding securities of
Minera Terra Plata, S.A. de C.V. ("Terra Plata"), an indirect wholly owned
subsidiary of First Majestic (the "Sundance Acquisitions"); and (ii) after the
completion of the Sundance Acquisitions, Albion will combine with Sundance (the
"Proposed Transaction"). The Proposed Transaction is expected to constitute a
Qualifying Transaction (as such term is defined in the policies of the TSX
Venture Exchange ("TSXV" or the "Exchange")) of the Corporation.
The Proposed Transaction
Pursuant to the Sundance Acquisitions, Sundance will acquire all of the issued
and outstanding securities of NumberCo, and all of the issued and outstanding
securities of Terra Plata, an indirect wholly owned subsidiary of First Majestic
in exchange for shares of Sundance. After the Sundance Acquisitions, pursuant to
the Proposed Transaction, it is anticipated that Albion will acquire Sundance
(and as a result of the Sundance Acquisitions, NumberCo and Terra Plata) by the
issuance of Albion common shares to Sundance shareholders by way of a plan of
arrangement under the Business Corporations Act (British Columbia) and continue
under the name of First Mining Finance Corp. (the "Resulting Issuer"). The
Sundance Acquisitions and the Proposed Transaction are subject to required
shareholder and regulatory approvals and other customary conditions. It is
anticipated that the completion of the Proposed Transaction will result in the
listing of the Resulting Issuer on the Exchange as a Tier 2 Mining Issuer. The
Proposed Transaction is not a Non-Arm's Length Qualifying Transaction as such
term is defined under the policies of the Exchange.
In addition, pursuant to the LOI, the parties have agreed to an exclusivity
period until June 26, 2014 during which time due diligence will be conducted and
one or more definitive agreements in relation to the Sundance Acquisitions and
the Proposed Transaction will be negotiated (the "Definitive Agreements"). The
Definitive Agreements will contain, subject to the results of due diligence,
representations and warranties for the benefit of each of the parties,
conditions relating to shareholder and regulatory approvals, material adverse
changes and compliance with the Definitive Agreements as are in each case
customary in comparable transactions of this nature. There is no guarantee that
any Definitive Agreements will be executed.
About Sundance, the Qualifying Property, and Sundance's Other Properties
Sundance is a company incorporated pursuant to the Canada Business Corporations
Act with its head office located at 501-543 Granville Street Vancouver, BC V6C
1X8. In May 2012, Sundance became a reporting issuer in the Provinces of British
Columbia, Alberta and Ontario through the filing of a long form prospectus in
connection with a proposed initial public offering. The IPO did not close and on
April 29, 2013 Sundance ceased to be a reporting issuer in those provinces.
Sundance is an exploration company currently focusing on precious and base metal
projects in Mexico and the United States. Sundance has a portfolio of 13
properties in Mexico and one in Nevada. The Qualifying Property (as defined in
the policies of the TSXV) for the Qualifying Transaction will be the Miranda
Gold Property, in Sonora State, Northern Mexico (the "Miranda Property").
Sundance's other leading properties are the San Ricardo gold project in Sonora,
Mexico, the Los Tamales (Cu) in Sonora, Mexico, the Geranio gold project in the
Natividad mining district in Oaxaca, Mexico, the Pluton silver property in
Durango, Mexico and the Turquoise Canyon Carlin-style gold property in Nevada,
USA.
Miranda, Sonora, Mexico - the Qualifying Property
The Miranda gold property covers 15,946 hectares in the Sonoran desert within a
structural corridor of the Sonora-Mojave megashear ("SMM trend). The Miranda
Property lies in the south-central part of the SMM trend, adjacent to San Felix
and El Antimonio mining districts on the south and east respectively. The
Miranda Property covers multiple prospects and gold occurrences including the
inactive mines La Fortuna and El Gigio. Additionally, the property exhibits
structures and lithlogies favorable for the development of large orogenic
(mesothermal) ore deposits similar to those occurring along the SMM trend.
The Miranda Property is located 60 km west of Caborca and 128 km south of
Sonoyta (US border) in the state of Sonora. Geological reconnaissance and rock
chip sampling has identified a zone of strongly fractured granitic rocks
partially covered by gravel and metasedimentary and andesitic volcanic rocks.
The entire rock sequence is cut by gold-bearing quartz veinlets that delineate a
target area of considerable dimensions (2,500 m x 1,000 m). Of 118 grab samples
taken in the initial reconnaissance, 26 samples contained gold between 0.2 and
0.5 gpt Au, and 18 samples contained between 0.5 and 15 gpt gold. Subsequent
channel samples cut with diamond saw in a stockworked granite exposed in an
arroyo averaged 0.16 gpt Au over a 60 meter section. Individual samples within
the stockwork range from 0.11gpt Au to 0.36 gpt Au. Sericite and siderite are
associated with this stockwork zone which goes under gravel and sand cover to
the west.
Follow up at the Miranda Property will entail tracing the stockwork
mineralization under gravel cover to the west. The Miranda Property is 100%
owned by Sundance. Further information on the Miranda Property can be found in
the technical report prepared by Gerald E. Ray, Ph.D., P. Geo., dated June 30,
2011 and filed on SEDAR (www.sedar.com) under Sundance's profile on February 27,
2012.
San Ricardo, Sonora, Mexico
The San Ricardo property consists of eight claims covering 37,237 hectares and
are 100% owned by Sundance, subject to the options discussed below.
The San Ricardo property is located in a Mexican geologic province that is well
known for hosting many gold occurrences and mines of a wide variety of genetic
types. The San Ricardo property is an epithermal gold deposit, similar to the
style of mineralization at the Mercedes mine 50 km to the northeast.
The San Ricardo property is subject to the Paget Joint Venture agreement. Under
that joint venture, all underground workings were opened up and saw sampled and
several hundred metres of trenches have been excavated and saw sampled.
Additionally, a fourteen hole diamond drill program was completed in 2012 with
the most significant hole yielding 2.3 m at a grade of 23.1 gpt gold (the
results of the drill program ranged from nil gpt to 23.1 gpt gold).
In August 2012, Sundance entered into an option agreement with Paget Minerals
Corporation which gives Paget the right to earn an initial 51% interest in the
San Ricardo concessions by incurring work costs of $5,500,000. Paget can
increase its interest to 60% upon the completion of a pre-feasibility study and
by incurring an additional $3,000,000 in expenditures. As part of the Paget
transaction, Sundance entered into an option agreement with a subsidiary of
Mercator Minerals Ltd., whereby Sundance can earn a 51% interest in a 700
hectare portion of Mercator's Meztli 4 claim located in northern Sonora State,
Mexico by making an initial payment of $25,000 (completed) and work expenditures
of $250,000 over a three year period. Sundance may earn an additional 19%, for a
total of 70% by making a cash payment of $150,000 and funding $2.0 million of
aggregate work expenditures over an additional two year period from the
completion of the 51% earn-in. Paget is funding Sundance's obligations under the
Mercator option agreement.
Los Tamales, Sonora, Mexico
The Los Tamales property is a porphyry copper-moly system 125 km southwest of
Tucson, Arizona and 28 km south of the US-Mexican border. Discovered by water
well sampling during a joint United States Geological Survey and Servicios
Geologicos Mexicanos effort in the 1970's, the Los Tamales Property was the
subject of two USGS open-file reports 94-685 and 84-289. The Mexican state
company Azuferera Panamericana carried out a three hole, 1,000 meter diamond
drill program in the 1970's.
Dense stockworks of quartz-chalcopyrite-molybdenum veinlets outcrop in a
potassically altered granite in the northwest portion of the 3,850 ha property,
whereas widespread quartz-sericite-pyrite-tourmaline alteration occurs in a
rhyolite porphyry to the south. Largely oxidized, this alteration area presents
an additional target for an enrichment zone in the subsurface. Sundance's target
at Los Tamales is a major porphyry copper-moly system. Although the outcropping
mineralization is in the 0.25% and 0.35% Cu range, Sundance believes the
combination of a low strip ratio of outcropping mineralization, and the
proximity to existing porphyry copper operations and supply infrastructure in
Tucson will compensate for the lower grades.
Five diamond drill holes tested outcropping mineralization in 2013 over a 5 km
strike length and all holes yielded chalcopyrite and molybdenite at sub-economic
grades. The property is 100% owned by Sundance.
Geranio, Oaxaca, Mexico
The Geranio property, located in Oaxaca, Mexico, was purchased 100% by Sundance
pursuant to an agreement with an arm's length party on December 18, 2009. The
Geranio property consists of six claims known as La Ramita, Geranio, Violeta,
Azucena, El Jilguero and La Orquidea, covering 540 hectares. Additionally,
Sundance has also staked a much larger block of ground to the north, east and
south of the Natividad system.
The Geranio project lies adjacent and directly north of the historic Natividad
Mining District, 70 km north of the city of Oaxaca in southern Mexico. Natividad
is a series at least five bonanza grade gold and silver veins in a black shale
host rock which over the last 70 years has produced 1.5 million ounces of gold
equivalent. The Geranio property covers approximately 1,200 metres of strike
length of the northern extension of the Natividad vein system.
Sundance's objective is to delineate another Natividad mineralized system with
comparable precious metal contents.
Pluton, Durango, Mexico
The Pluton property is a 17,124 hectare-property consisting of three claims
known as Pluton, El Real and Las Dos Amigos, 100% controlled by Sundance (see
the option disclosure below) with the potential to host a large silver-rich,
high-grade polymetallic (Pb, Zn, Au), carbonate replacement/skarn deposit. The
Pluton property is located within the historic "Ojuela-Mapimi Mining District",
and also along the eastern front of the Sierra Madre Oriental in which recent
exploration has led to the discovery of the giant related deposits Penasquito
and Camino Rojo in Zacatecas, approximately 200 Km east of Mapimi. With five
preliminary targets outlined under cover and significant ground unexplored, the
Pluton property is a prime prospect for high-return economic mineralization.
Based on soil geochemistry, a NSAMT survey and a ZTEM survey, a 3,925 m diamond
drill hole program managed by Sundance was completed in 2011.
In 2009, Sundance entered into an option agreement with Raul Diaz Unzueta, a
related party to Sundance, to acquire a 100% interest in the Pluton property. To
date Sundance has issued 1,000,000 shares, paid $30,000 and incurred at least
$400,000 in exploration expenditures towards exercise of the option. To complete
the option exercise, Sundance is required to make a final payment of $2,000,000
in cash or shares and incur a further $500,000 in exploration expenditures on or
before May 5, 2015.
Turquoise Canyon, Nevada
The 100% owned Turquoise Canyon property (formerly the Bald Mountain property)
consists of 188 unpatented claims totaling 3,872 acres located along the Battle
Mountain-Eureka Trend.
The target at Turquoise Canyon is a Carlin-type deposit in the lower plate
carbonate rocks underlying the Roberts Mountain Thrust. Sundance conducted
induced polarization, gravity and ZTEM surveys, which have traced the Roberts
Mountain Thrust under the Turquoise Canyon property. A gravity high and
anomalous conductive/polarizable anomalies at the southwest corner of the
property are high priority drill targets. Six other potential drill targets were
interpreted from two induced polarization/resistivity lines run over the
property. All geophysical surveys indicate that the target lower plate carbonate
rocks are within 200 metres of the surface in the southwest portion of the claim
block. An initial 100 m block interpretation of the ZTEM survey indicates an
antiformal conductive horizon in the subsurface along the Roberts Mountain
Thrust.
About Terra Plata
Terra Plata is a private company existing under the laws of Mexico and is an
indirect, wholly owned subsidiary of First Majestic, a publicly listed company
existing under the laws of the Province of British Columbia and which is trading
on the Toronto Stock Exchange under the symbol "FR" and on the New York Stock
Exchange under the symbol "AG". Terra Plata owns a 100% interest in the Penasco
Quemado Project, the La Frazada Project and the Los Lobos Project.
The Penasco Quemado, Sonora, Mexico
The Penasco Quemado property consists of 22,998 hectares of mining claims and is
located in north-central Sonora, Mexico, in the Sierra Madre Occidental
metallogenic province, which extends along western Mexico from the border of
Sonora and Arizona, respectively, and south to the state of Jalisco. Terra Plata
has three concessions known as Penasco Quemado, Ballesteros and Lista Negra as
well as three concessions located in Tubutama and Atil in Sonora, Mexico.
La Frazada, Nayarit, Mexico
La Frazada consists of a 299 hectares concession along the South West margin of
the Sierra Madre Occidental, in the district of Real del Zopilote, in the state
of Nayarit. The concession encompasses the past producing La Frazada Silver
Mine. The project is located approximately 300 km northwest of Guadalajara and
consists in one concession which totals 299 hectares. The La Frazada Mine is
located in the historic mining district of 'Real del Zopilote' within the state
of Nayarit, Mexico. The primary mineralized zones are La Jabalina and La Frazada
Veins. These two parallel structures lie between 10 and 15 metres apart and vary
in width from 3 to 15 metres.
Los Lobos Silver Project, Sonora, Mexico
Terra Plata also owns 100% of the Los Lobos Silver Project in Sonora State,
Mexico. The Los Lobos property consists of 11,558 hectares. The Los Lobos Silver
Project lies along the Sea of Cortez and is approximately 90 km from Puerto
Penasco, the largest major centre in the region in the northern and southern
portion of the Lobos property. The regional north-west to south-east trend is
exposed for 350 metres before plunging below the volcanic sequence.
About NumberCo
NumberCo is a private company existing under the laws of the Province of British
Columbia and is controlled by Mr. Keith Neumeyer, the President, Chief Executive
Officer and a director of First Majestic, and Mr. Ramon Davila, the Chief
Operating Officer and a director of First Majestic. NumberCo has interests in
two mineral exploration properties in Mexico, referred to as the Margaritas
Project and the La Sorpresa Project.
The Margaritas Project
Margaritas is a 500 hectare property 100% owned by NumberCo consisting of two
mining concessions in the state of Durango, approximately 150 kilometres from
Durango city. The project is located in the Barrancas subprovince of the Sierra
Madre Occidental. Some limited gold mining by artisanal prospectors is known to
have taken place on the project in the early 20th century and the project
contains a known vein with quartz, argillic alteration striking for at least 1.8
kilometres (as per the Mexican Geological Service).
La Sorpresa Project
La Sorpresa is a 1,213 hectare property optioned by a wholly owned subsidiary of
NumberCo consisting of three concessions located in Hidalgo state, approximately
4 kilometres from the city of Zimapan. The project is known to contain Ag-Pb-Zn
mineralization in a system of veins known for several kilometers. The northern
most portion of the La Sorpresa mining claim covers a N60 degrees E trending
small-range partially capped and surrounded by jasperoids. The jasperoids of La
Sorpresa are located approximately 3 km SE from El Monte mine and occur
associated with an anticline axis. In 2011, a subsidiary of NumberCo entered
into an option agreement to acquire a 100% interest in the La Sorpresa project.
To date, NumberCo has made option payments in the aggregate amount of US$200,000
plus VAT. To complete the option exercise, NumberCo must pay a further
US$550,000 plus VAT on or before November 3, 2014.
Offerings
The parties intend to raise up to $6,000,000 in aggregate gross proceeds by way
of one or more private placement offerings that may take place either prior to,
and/or concurrent with, closing of the Sundance Acquisitions or the Proposed
Transaction (the "Offerings"). Proceeds of the Offerings will be used for the
recommended work program on the Miranda Property and exploration and development
of certain other leading properties of the Resulting Issuer, to pay costs
associated with the Sundance Acquisitions, the Proposed Transaction and the
Offerings, for working capital, the Expense Reimbursement referred to below,
repayment of certain outstanding debt and other corporate purposes. The
completion of the maximum $6,000,000 in respect of the Offerings is not a
condition to the completion of the proposed Qualifying Transaction. The
Corporation will provide additional information with respect to the Offerings
once further information becomes available.
Material Conditions Precedent
The obligations of the parties to complete the Proposed Transaction will be
subject to the satisfaction of customary conditions precedent that will be set
forth in the Definitive Agreements, including, but not limited to: (i) the
receipt of all third party consents and necessary regulatory and TSXV approval;
(ii) the receipt of all necessary shareholder approvals; (iii) completion of a
minimum amount of $300,000 in respect of the Offerings; (iv) the absence of any
material breach of the representations, warranties and covenants made by each
party to the other; and (v) other conditions which are customary for a
transaction such as the Proposed Transaction.
Further, the parties intend that as a further condition to closing of the
Proposed Transaction, the Resulting Issuer will enter into an agreement with
First Majestic granting it a right of first refusal in respect of any proposed
sale by the Resulting Issuer of its silver properties ("Silver Properties")
following the completion of the Proposed Transaction (the "ROFR Agreement"). The
Resulting Issuer shall provide additional information with respect to the Silver
Properties in a subsequent news release.
Board of Directors and Management
The parties have agreed that upon completion of the Proposed Transaction, the
directors of the Resulting Issuer are anticipated to be as set forth below.
Information in respect of the officers of the Resulting Issuer will be provided
in a subsequent press release:
Keith Neumeyer, Director, Chairman
Mr. Neumeyer has worked in the investment community since 1984. He began his
career at a number of Canadian national brokerage firms. Mr. Neumeyer moved on
to work with several publically traded companies in the resource and high
technology sectors. His roles have included senior management positions and
directorships responsible in areas of finance, business development, strategic
planning and corporate restructuring. Mr. Neumeyer was the original and founding
President of First Quantum Minerals Ltd. (T-FM). Mr. Neumeyer founded First
Majestic in 2002 and has served as its President, Chief Executive Officer and a
director since that time. Mr. Neumeyer has also listed a number of companies on
the Toronto Stock Exchange and as such has extensive experience dealing with the
financial, regulatory, legal and accounting issues that are relevant in the
investment community.
Raymond Polman, Director
Mr. Polman has over 28 years of public accounting and corporate finance
experience in the Canadian and US financial markets and has been Chief Financial
Officer of First Majestic since February 2007. Prior to First Majestic, Mr.
Polman had been a Chief Financial Officer for six years with a number of
publicly traded high technology companies, prior to which he served several
years as the Director of Finance for Rescan Environmental, a large privately
owned company serving the global mining community. Mr. Polman has a Bachelor of
Science (Economics) Degree from the University of Victoria and he is a member of
the Institute of Chartered Accountants of British Columbia. Mr. Polman also
brings eight years of prior public accounting experience with Deloitte, LLP.
Ramon Davila, Director
Mr. Davila, a Mexican citizen residing in Durango, has an Engineering degree in
Mining and Metallurgy and a Masters degree in Minerals Economics. He worked for
Industrias Penoles, the largest silver producer in Mexico from 1978 to 1987 and
then became the VP of Mining Operations for Luismin until 1993. From 1998 to
2002, Mr. Davila was President of Plata Panamericana SA de CV, a wholly owned
subsidiary of Pan American Silver Corp. (PAA: TSX; PAAS: NASDAQ) where he was in
charge of all aspects of production, exploration and administration of Pan
American's Mexican operations. Mr. Davila has been the Chief Operating Officer
and a director of First Majestic since 2004.
Mr. Davila was also the National President for the Association of Mining
Metallurgist and Geologists in Mexico from 1996 to 1998 and is currently a
member of the board of Directors of the Chamber of Mines in Mexico. He is also a
member of the Society of Mining Metallurgical and Exploration Engineers.
Chris Osterman, Director
Dr. Osterman has thirty years experience in both metal production and
exploration in North and South America, Africa, and Asia. Most recently, Dr.
Osterman played an integral role in the discovery and development of the San
Jose silver deposit in Oaxaca, Mexico; and the Zuun Mod molybdenum deposit in
Mongolia. Dr. Osterman's area of expertise lies in new project reconnaissance
and exploration strategy. Dr. Osterman completed a PhD at the Colorado School of
Mines focusing on sediment-hosted copper deposits in Namibia and is the
President and a director of Sundance.
Raul Diaz, Director
Mr. Diaz has thirty years in mineral exploration and management in Latin
America, a twenty year veteran with the Penoles Company. Mr. Diaz was the Peru
Country manager for Penoles and was most recently General Manager for Continuum
Resources Mexico.
Mr. Diaz has a unique ability to understand and negotiate with local community
groups, an increasingly important aspect of the mining business in a world where
land-use issues have the potential to hold up and even halt project development.
Mr. Diaz is currently Vice President of Exploration and a director of Sundance
David Shaw, Director
Mr. Shaw is currently the President, Chief Executive Officer and a director of
Albion. Since completing his doctorate in 1980, Mr. Shaw has worked both in the
technical and financial communities within the resource industry. Seven years
were spent with Chevron Resources in Calgary and Vancouver, employed initially
as an in-house structural consultant on both metal and hydrocarbon exploration
programs and then as a member of a hydrocarbon project financial evaluation
team. Upon leaving Chevron, he initiated and developed the Resource Research
Group at Charlton Securities Ltd., Calgary before assuming the position of
Senior Mining Analyst, Corporate Finance, at Yorkton Securities Inc. in
Vancouver. Throughout Mr. Shaw's career, he has built strong relationships with
European financial institutions and the global mining community.
Financial Information
Financial information for Sundance, including pro forma financial information
following completion of the Sundance Acquisitions, will be provided via a
further press release in due course.
Sponsorship
Sponsorship of the Proposed Transaction is required pursuant to Exchange Policy
2.2 unless an exemption is obtained by the Corporation. The Corporation intends
to apply for an exemption to sponsorship. There is no guarantee that an
exemption will be granted by the TSXV. In the event sponsorship of the Proposed
Transaction is required, information concerning same will be disclosed in a
subsequent press release.
Other Proposed Transaction Information
David Shaw, the President, Chief Executive Officer and a director of Albion, is
also a director of First Majestic. To the knowledge of Albion, no other
directors or officers of Albion are related parties to First Majestic, Sundance,
NumberCo or Terra Plata.
The parties will mutually agree on the final structure for proceeding with the
Proposed Transaction following completion of due diligence and a review of tax,
accounting, corporate and securities law issues. It is anticipated that in
conjunction with the Proposed Transaction, Albion may continue to British
Columbia and, if necessary, Albion may effect a consolidation of its common
shares in conjunction with the closing of the Proposed Transaction.
Upon completion of the Proposed Transaction, First Majestic will receive a cash
payment from the Resulting Issuer in the amount equal to the sum of: (i) the
aggregate amount of funds advanced by First Majestic to any of the other parties
prior to the closing of the Proposed Transaction whether pursuant to loan
agreements or otherwise, together with all accrued and unpaid interest thereon,
and (ii) all other out-of-pocket expenses incurred by First Majestic in
connection with the Proposed Transaction ("Expense Reimbursement").
Following completion of the Proposed Transaction, it is anticipated that First
Majestic will distribute all shares of the Resulting Issuer which it holds to
its shareholders by way of dividend in kind and the Resulting Issuer will use
its reasonable commercial efforts to qualify the distribution of such shares to
US residents.
Trading Halt
Trading in Albion's common shares on the TSXV is halted and will remain so until
the documentation required by the TSXV in relation to the Qualifying Transaction
has been reviewed and accepted by the Exchange.
Subject to satisfaction or waiver of the conditions precedent discussed in this
press release and in the Definitive Agreements to be entered into by the
parties, the Corporation anticipates the Proposed Transaction will be completed
on or about September 15, 2014.
Other Information
Chris Osterman Ph.D. P.Geo., the President and a director of Sundance, is the
Qualified Person who has reviewed, verified and approved the mining scientific
and technical information contained in this press release in relation to the
Miranda Property.
Completion of the Proposed Transaction is subject to a number of conditions,
including but not limited to, Exchange acceptance and if applicable pursuant to
Exchange requirements, majority of the minority shareholder approval. Where
applicable, the Proposed Transaction cannot close until the required shareholder
approval is obtained. There can be no assurance that the Proposed Transaction
will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information
circular or filing statement to be prepared in connection with the Proposed
Transaction, any information released or received with respect to the Proposed
Transaction may not be accurate or complete and should not be relied upon.
Trading in the securities of a capital pool company should be considered highly
speculative.
The TSXV has in no way passed upon the merits of the Proposed Transaction and
has neither approved nor disapproved the contents of this press release.
All information contained in this press release with respect to the parties was
supplied by each of the parties for inclusion herein. Albion and its directors
and officers have relied exclusively on Sundance, Terra Plata, NumberCo and
First Majestic for any information concerning same.
Forward-Looking Information: This press release may contain "forward-looking
information" within the meaning of applicable Canadian securities legislation.
All statements, other than statements of historical fact, included herein may be
forward-looking information. Generally, forward-looking information may be
identified by the use of forward-looking terminology such as "plans", " expects"
or "does not expect", "proposed", "is expected", "budgets", "scheduled",
"estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases, or by the use of words or
phrases which state that certain actions, events or results may, could, would,
or might occur or be achieved. In particular, this press release contains
forward-looking information in relation to the proposed Qualifying Transaction
of the Corporation including the Sundance Acquisitions, the Proposed
Transaction, the properties which will be acquired pursuant to the Proposed
Transaction and the exploration and development potential of such properties,
the Offerings, timing for completion of the Proposed Transaction and the
execution of Definitive Agreements. This forward-looking information reflects
the Corporation's current beliefs and is based on information currently
available to the Corporation and on assumptions the Corporation believes are
reasonable. These assumptions include, but are not limited to: the completion of
satisfactory due diligence of all parties in relation to the Sundance
Acquisitions and the Proposed Qualifying Transaction; the negotiation and
execution of the Definitive Agreements for the Sundance Acquisitions and the
Proposed Transaction; future exploration results, costs and expenses in relation
to the properties being acquired pursuant to the Proposed Transaction being
based on, and being consistent with, historical exploration results, costs and
expenses, adjusted for inflation; the satisfactory fulfilment of all terms and
conditions contained in any of the Definitive Agreements; the receipt of all
required approvals including regulatory, TSXV, director and shareholder
approvals; market acceptance of the Offerings; and successful completion of the
Offerings.
Forward-looking information is subject to known and unknown risks, uncertainties
and other factors that may cause the actual results, level of activity,
performance or achievements of the Corporation to be materially different from
those expressed or implied by such forward-looking information. Such risks and
other factors may include, but are not limited to: general business, economic,
competitive, political and social uncertainties; general capital market
conditions and market prices for securities, mining securities and junior market
securities; commodity prices; delay or failure to receive board or regulatory
approvals; the actual results of future exploration operations; natural resource
company market conditions and the market conditions of the natural resource
industry in general; competition; changes in legislation, including
environmental legislation, affecting the Corporation; timing and availability of
external financing on acceptable terms. Although the Corporation has attempted
to identify important factors that could cause actual results to differ
materially from those contained in forward-looking information, there may be
other factors that cause results not to be as anticipated, estimated or
intended. Accordingly, readers should not place undue reliance on
forward-looking information. Readers are cautioned that the foregoing list of
factors is not exhaustive. Readers are further cautioned not to place undue
reliance on forward-looking statements as there can be no assurance that the
plans, intentions or expectations upon which they are placed will occur. Such
information, although considered reasonable by management at the time of
preparation, may prove to be incorrect and actual results may differ materially
from those anticipated. Forward-looking statements contained in this press
release are expressly qualified by this cautionary statement. The
forward-looking statements contained in this press release represent the
expectations of the Corporation as of the date of this press release and,
accordingly, are subject to change after such date. However, the Corporation
expressly disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise, except as expressly required by applicable securities law.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR
DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES,
AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL
ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES
HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR
SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT
THEREFROM.
Neither the TSXV nor its Regulation Services Provider (as that term is defined
in the policies of the TSXV) accepts responsibility for the adequacy or accuracy
of this release.
FOR FURTHER INFORMATION PLEASE CONTACT:
Albion Petroleum Ltd.
Jacqueline Danforth
(403) 693-8004
jdanforth@filersupport.com
(TSXV:ABP.H)
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