Urban Select Capital Corporation (the "Company") (TSX VENTURE:CH)
is pleased to announce that it has entered into a letter of intent
("LOI") with ARNEVUT Resources Inc. ("ARNEVUT"), a Colorado
incorporated private company dedicated to the identification and
active exploration of mineral properties. Pursuant to the terms of
the LOI, the Company and ARNEVUT have agreed to establish a new
company focused on precious metals exploration and development in
the Western United States, especially in Nevada. The new company is
expected to be called ARNEVUT Exploration Corp. ("ARNEVUT
Exploration").
Pursuant to the LOI, the Company has agreed to: (i) incorporate
ARNEVUT Exploration as a wholly-owned subsidiary of the Company;
(ii) transfer cash to ARNEVUT Exploration in consideration for
common shares of ARNEVUT Exploration and distribute these common
shares to the Company's shareholders pursuant to a plan of
arrangement under the Business Corporations Act (British Columbia)
(the "Plan of Arrangement"); and (iii) assist ARNEVUT Exploration
with completion of an anticipated $1,500,000 non-brokered private
placement financing (the "Financing") to be completed following the
entering into of the Definitive Agreement (as defined herein). The
Company will seek approval of the Plan of Arrangement at an annual
and special general meeting of its shareholders to be held on
December 19, 2011 (the "Meeting"). Further information regarding
the LOI and the Plan of Arrangement will be set forth in the notice
of meeting and information circular to be prepared in connection
with the Meeting. Should the Plan of Arrangement receive approval
at the Meeting, it is anticipated that the Plan of Arrangement will
become effective shortly thereafter. Upon completion of the Plan of
Arrangement, ARNEVUT Exploration will become a reporting issuer in
British Columbia and Alberta. Completion of the Plan of Arrangement
is subject to the approval of the Supreme Court of British Columbia
and the TSX Venture Exchange.
Subject to completion of the Plan of Arrangement, ARNEVUT and
ARNEVUT Exploration anticipate entering into a definitive agreement
(the "Definitive Agreement") whereby ARNEVUT Exploration will
acquire, in consideration for the issuance of 18,997,767 common
shares of ARNEVUT Exploration, 100% of ARNEVUT's option interests
in the Island Mountain Gold Property, Nevada, USA (the
"Acquisition") and East Canyon Property, Nevada and Utah, USA
(collectively the "Properties"). Should ARNEVUT and ARNEVUT
Exploration enter into the Definitive Agreement, the Acquisition
will be subject to a number of conditions, including: completion of
the Financing; delivery by ARNEVUT of a National Instrument 43-101
compliant technical report in respect of one of the Properties; and
satisfactory due diligence. Should the Plan of Arrangement be
implemented, the Definitive Agreement will be entered into and the
Acquisition will be completed, it is expected that shareholders of
the Company will:
-- retain their current interest in the Company;
-- obtain an approximate 3.4% interest in ARNEVUT Exploration; and
-- through their interest in the Company, receive the benefit of the
Company's approximate 3.8% interest in ARNEVUT Exploration.
Should the Plan of Arrangement be completed, it is anticipated
that the Definitive Agreement will be entered into on or before
January 31, 2012 with the Acquisition to be completed shortly
thereafter. The Company and ARNEVUT are at arm's length.
ABOUT ARNEVUT RESOURCES
ARNEVUT Resources is a private, pre-IPO stage company
transitioning to a full junior gold mining company. ARNEVUT holds
an option on the Island Mountain gold-silver property, Nevada, USA.
ARNEVUT also holds an exclusive contract on the East Canyon Claims,
a gold-silver-copper-lead-zinc property on the border between
Nevada and Utah, USA.
Island Mountain
The Island Mountain property is located near the northeast end
of the Jerritt Canyon Trend (greater than 9 million oz Au
produced), 70 miles north of Elko, Nevada, with similarities to
other known deposits in that Trend. The property has had gold
intercepts in drill holes (up to 11 m at 0.119 opt); intercepts are
variable, scattered laterally and vertically in clusters, and
mineralization limits have not yet been defined.
The Island Mountain Property currently consists of approximately
1,480 acres of Federal land, managed by the Forest Service, as 78
unpatented claims and 320 acres of leased private land (16 patented
claims). ARNEVUT's option agreement with Victoria Gold Corp.
requires expenditures of $2,500,000 to earn a 51% ownership in the
Property by November 2013. ARNEVUT's expenditures to date are
approximately $740,000. ARNEVUT can achieve a total ownership of
75% through further expenditure of $2,500,000 and completion of a
full feasibility analysis.
ARNEVUT has completed a NI 43-101 Technical Report on Island
Mountain, dated 2008, but is in the process of updating this report
to include more recent resource estimation modeling by a QP and
cover changes to the land package and technical activities since
2008. The resource modeling has shown that the Island Mountain
Property has a historical Inferred resource of 515,000 ounces of
gold at a 0.20 g/tonne cutoff grade (P.J. Hollenbeck, pers.
Communication, 2011), which is a most likely cutoff for a heap
leach operating scenario. NI 43-101 compliant resources are 38,000
ounces Measured and Indicated resources and 43,000 ounces Inferred
resources. The known gold deposits occur in clusters, partially due
to the clustered nature of past drilling activity, along multiple
apparent northeast-southwest and west-northwest-east-southeast
trends. All known resources are in the oxide zone, and any sulfide
resource potential remains untested. All clusters are unconstrained
laterally and vertically based on past drilling.
East Canyon
This property consists of 10 unpatented claims (approx. 180
acres) on Federal lands and one 634 acre Utah State Section
encompassing a highly prospective Long Canyon-type gold target that
is mostly within Utah but straddles the Nevada-Utah state line,
roughly 40 miles north of Wendover, Utah. The property also has
silver, copper, lead, and zinc mineralization.
East Canyon is located in the northern Pilot Range and is within
the Long Canyon Trend in northeastern Nevada and northwestern Utah.
The Long Canyon Trend was recently identified as a result of gold
discoveries in the northern Pequop Range of Nevada, the T.U.G. and
KB deposits about 10 miles north of East Canyon, and the Viper
deposit about 15 miles north of East Canyon, the latter three
deposits are all near the Utah-Nevada border.
ABOUT URBAN SELECT
Urban Select Capital Corporation is global investment
management, financial advisory and private equity firm focused on
investing growth capital into private and public companies in a
broad range of sectors including renewable energy, natural
resources, chemicals, agriculture and consumer retail services.
Caution Regarding Forward-Looking Statements - This news release
contains certain forward-looking statements, including statements
regarding the business and anticipated financial performance of the
Company, including with respect to completion of the Plan of
Arrangement, the entering into of a Definitive Agreement,
completion of the Financing, completion of the Acquisition and the
anticipated results thereof. These statements are subject to a
number of risks and uncertainties. Actual results may differ
materially from results contemplated by the forward-looking
statements. There is no guarantee that any of the Plan of
Arrangement, the entering into of the Definitive Agreement, the
Acquisition or the Financing will be completed as proposed or at
all. The Plan of Arrangement remains subject to approval of the
Company's shareholders, the Supreme Court of British Columbia and
the TSX Venture Exchange. The Acquisition is subject to completion
of the Plan of Arrangement, execution of a Definitive Agreement and
completion of the Financing, among other things. When relying on
forward-looking statements to make decisions, investors and others
should carefully consider the foregoing factors and other
uncertainties and should not place undue reliance on such
forward-looking statements. The Company does not undertake to
update any forward looking statements, oral or written, made by
itself or on its behalf except as required by law.
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.
Contacts: Urban Select Capital Corporation David Yoo Chief
Financial Officer and Managing Director (604) 689-0618
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