/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR
DISSEMINATION IN THE UNITED
STATES/
TSX Venture Exchange
Trading Symbol: ARC
VANCOUVER, Sept. 19, 2013 /CNW/ - Mr. Zahir (Zip)
Dhanani, CEO of Arian, is pleased to announce that pursuant to
the option and investment agreement with its wholly-owned
subsidiary, JAB Resources SHPK ("JAB") and Sinomine
International Exploration (Hong
Kong) Holding Co. Limited ("Sinomine") dated as of
April 11, 2013, as amended (the
"Option Agreement"), Sinomine has confirmed that it will
proceed with an exploration program on JAB's Kacinar gold project
located in Albania (the
"Project").
Private Placement
Pursuant to the Option Agreement, Arian has now
closed a non-brokered private placement (the "Sinomine
Financing") where Sinomine has subscribed for 4,375,981 units
("Units") at a price of Cdn.$0.15, for gross proceeds of Cdn.$656,397.15. Each Unit is comprised of one common
share of Arian ("Share") and one share purchase warrant
("Warrant"), with each Warrant entitling Sinomine to one
Share at an exercise price of Cdn.$0.25 for a period of five years.
Sinomine now owns 9.9% of the 44,201,827 issued
and outstanding Shares.
All Shares issued under the Sinomine Financing
will be subject to a hold period under securities laws of four
months and a day from the date of Closing.
Board of Directors and Management
Effective at the Closing and pursuant to the
terms of the Option Agreement, three of Arian's six directors have
resigned from the board of directors (the "Board"), being
Messrs. Anthony Jackson,
Chad Ulansky and Ken Chapple. Two Sinomine nominees, being
Messrs. Wang Pingwei and Zhang Xueshu, have been appointed to the
Board, for a total of five directors.
Mr. Pingwei has been appointed President of
Arian, while Mr. Dhanani has resigned as President, but will remain
as Chief Executive Officer and Chairman of the Board. Mr. Jackson
will remain as Chief Financial Officer and Messrs. Chapple and
Ulansky have been appointed to Arian's advisory board.
In connection with their appointments to the
Board, Arian has granted an option to purchase 200,000 Shares to
each of Messrs. Pingwei and Xueshu at an exercise price of
$0.20 per Share for a period of 10
years. With the resignations of Messrs. Jackson, Ulansky and
Chapple from the Board, Arian has appointed the following directors
to the audit committee: Ramon
Mabanta (Chair), Zahir
Dhanani and Xueshu Zhang.
Option Agreement
Pursuant to the terms of the Option Agreement
and in conjunction with the foregoing, Sinomine may earn up to a
60% equity interest in JAB by incurring an aggregate of
Cdn.$6 million in exploration and
development expenditures in relation to the Project
("Expenditures") on the following schedule:
(a) Cdn.$1
million of Expenditures within one year of the closing (the
"Closing") of the Sinomine Financing in order to acquire a
10% interest in JAB;
(b) an additional
Cdn.$2 million of Expenditures within
two years of Closing in order to acquire an additional 20% interest
in JAB; and
(c) an additional
Cdn.$3 million of Expenditures within three years of Closing for an
additional 30% interest in JAB (the "Transaction").
Zahir (Zip) Dhanani, President and CEO of
Arian, comments: "Arian is delighted to be partnering with
Sinomine International Exploration, a leading mineral exploration
company to further explore the deposits of our flagship Kacinar
Project. We are confident that this relationship will be the start
of a long-term partnership that will continue to expand our
interests in Albania and the
Balkan region."
Wang Pingwei, President and Chief Executive
Officer of Sinomine commented, "Sinomine is pleased to partner
with Arian and JAB to explore the Kacinar Project. Sinomine will
devote its resources and utilize its world class exploration team
to explore the project. In addition, Sinomine intends to work
alongside Arian regarding future acquisitions in the Balkans
region."
The TSX Venture Exchange has approved the
Transaction, subject to Arian obtaining approval for the
Transaction from its shareholders at its next annual general
meeting to be held later this year.
Arian and Sinomine expect to commence
exploration at the Project in the near future and will announce a
detailed drill program as soon as it has been finalized.
For more information on the Option Agreement, the
Sinomine Financing and the Project, please see Arian's news
releases dated April 12, May 21 and July 11,
2013 that have been filed on Arian's SEDAR profile at
www.sedar.com.
ON BEHALF OF THE BOARD OF DIRECTORS
Zahir (Zip) Dhanani, President &
CEO
About Arian Resources Corp.
Arian Resources Corp. is a junior mineral
exploration company listed on the TSX Venture Exchange with a focus
on the exploration of prospective mineral properties in
Albania.
About Sinomine International Exploration
(Hong Kong) Holding Co.
Limited
Sinomine is a wholly-owned subsidiary of
Sinomine Resource Exploration Co., Ltd., the top resource
exploration company in the People's
Republic of China that is to be listed on the Shenzhen Stock
Exchange.
This news release may contain forward-looking
statements including but not limited to comments regarding the
Project, obtaining shareholder approval of the Transaction,
commencing exploration expenditures, the occurrence or timing of
the expansion of Arian's operations and the undertaking of future
acquisitions by Arian and Sinomine. Forward-looking statements
address future events and conditions and therefore involve inherent
risks and uncertainties. Actual results may differ materially from
those currently anticipated in such statements and Arian undertakes
no obligation to update such statements, 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.
SOURCE Arian Resources Corp.