Completion of Plan of Arrangement - Change of Company Name
Uruguay Mineral Exploration Inc
Uruguay Mineral Exploration Inc. and Fortune Valley Resources Inc.
Announce
Completion of Plan of Arrangement
Change of Name from Uruguay Mineral Exploration Inc. to Orosur Mining
Inc.
MONTEVIDEO, Uruguay and Vancouver, British Columbia – Uruguay
Mineral Exploration Inc. ("UME" or the "Company") (TSX-V: UME; LSE:UGY)
and Fortune Valley Resources Inc. (“Fortune Valley”) (TSX VENTURE: FVX)
today announce the completion of the previously announced plan of
arrangement (the “Arrangement”), pursuant to which UME has acquired all
of the issued and outstanding common shares of Fortune Valley in
consideration for 0.4534 of one UME common share plus C$0.001 in cash
for each common share of Fortune Valley.
David Fowler, Chief Executive Officer of UME stated: "The completion of
the Fortune Valley acquisition is a major milestone for UME in improving
the Company’s growth profile in a recognized mining market such as
Chile. Our exploration team has been established in Chile and drilling
is planned to commence on the Pantanillo project during January 2010".
The Arrangement was carried out pursuant to the provisions of the
Business Corporations Act (British Columbia) and was approved by
the Supreme Court of British Columbia and the affirmative vote of
Fortune Valley’s shareholders at a special meeting of the shareholders
held on December 29, 2009. Pursuant to the Arrangement, UME acquired
34,772,025 issued and outstanding common shares of Fortune Valley
(representing 100% of Fortune Valley’s outstanding common shares) in
consideration for the issuance of 15,765,638 common shares in UME and
cash consideration in the aggregate amount of C$ 34,772. In addition,
holders of Fortune Valley options are entitled to receive 1,008,815 UME
common shares on exercise of 2,225,000 Fortune Valley options.
The Fortune Valley common shares are expected to be de-listed from the
TSX Venture Exchange shortly after the date hereof.
Application has been made to the London Stock Exchange for the
15,765,638 new common shares in the Company issued pursuant to the
Arrangement to be admitted to trading on AIM. It is expected that
admission will become effective and dealings in the 15,765,638 new
common shares will commence on AIM at 8.00 a.m. GMT on January 8, 2010.
As a result of this issue of new shares pursuant to the Arrangement, the
Company’s share capital consists of 64,432,706 common shares. The
Company does not hold any shares in treasury.
Holders of Fortune Valley common shares are reminded that, in order to
receive the consideration to which they are entitled pursuant to the
Arrangement, they should properly complete and execute, as soon as
possible, the Letter of Transmittal delivered to them in connection with
seeking the approval of the shareholders of Fortune Valley for the
Arrangement, and present and surrender the certificate(s) representing
their common shares in accordance with the Letter of Transmittal, to
Computershare Investor Services Inc., the depositary for the
Arrangement, at the address indicated in the Letter of Transmittal.
Fortune Valley shareholders who have any questions or require more
information with regard to the Arrangement or the receipt of UME common
shares should contact:
Computershare Investor Services Inc.
100 University Ave.100 University Ave.
9th
Floor, North Tower9th
Floor, North Tower
Toronto, Ontario M5J 2Y1Toronto, Ontario M5J 2Y1
1-800-564-6253
(toll free in Canada and the United States)1-800-564-6253
(toll free in Canada and the United States)
514-982-7555
(international direct dial)
514-982-7555
(international direct dial)
Change of Name to Orosur Mining Inc.
Following the passing of the resolution to change the name of the
Company to Orosur Mining Inc. at the Annual General Meeting held
on October 13, 2009, the Company is pleased to announce that the common
shares in the Company will commence trading under the name Orosur Mining
Inc. with effect from January 8, 2010 for shares quoted on the TSX
Venture Exchange and with effect from January 11, 2010 for shares quoted
on the AIM market of the London Stock Exchange. The new TIDM of the
Company on the London Stock Exchange and symbol on the TSX Venture
Exchange will be ‘OMI’. The new ISIN will be CA6871961059.
The Company's website address will remain as www.uruguayminerals.com
until further notice.
David Fowler, Chief Executive Officer of UME stated: "The change in name
to Orosur Mining Inc, reflects the broader focus of the Company on South
America gold development rather than in Mineral Exploration in Uruguay.
About Fortune Valley
Fortune Valley is a mining company focused on creating shareholder
wealth through the development of high quality gold assets in Chile and
Argentina.
About the Company
The Company is a gold producer and exploration company focused on
identifying and developing gold projects in Latin America. The Company
is a fully integrated mining company, possessing the skills necessary to
explore and develop its discoveries. The Company operates the only
producing gold mine in Uruguay (San Gregorio), and has assembled an
exploration portfolio of high quality assets in Uruguay, Chile and
Argentina.
The Company is quoted in Canada (TSX Venture Exchange) and London (AIM)
and Matrix Corporate Capital LLP is its Nominated Adviser and Broker.
Forward Looking Statements
This news release may contain certain information that constitutes
forward-looking statements. Forward-looking statements are frequently
characterized by words such as "plan," "expect," "intend," "believe,"
"anticipate" and other similar words, or statements that certain events
or conditions "may" or "will" occur. Forward-looking statements are
based on the opinions and estimates of management at the date the
statements are made, and are subject to a variety of risks and
uncertainties and other factors that could cause actual events or
results to differ materially from those projected in the forward-looking
statements. These factors include the inherent risks involved in the
exploration and development of mineral properties and other factors
described above and in the Company's most recent annual information form
under the heading "Risk Factors" which has been filed electronically by
means of the Canadian Securities Administrators' website located at www.sedar.com.
The Company disclaims any obligation to update or revise any
forward-looking statements if circumstances or management's estimates or
opinions should change. The reader is cautioned not to place undue
reliance on forward-looking statements.
ENDS
Neither 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.
For further information, please contact:
Uruguay Mineral Exploration Inc.
Puntas de Santiago 1604Puntas de Santiago 1604
Montevideo,
UruguayMontevideo,
Uruguay
C.P. 11500C.P. 11500
Attention:
Uruguay Mineral Exploration Inc
David
Fowler, CEO: + 598 2 6016354; David
Fowler, CEO: + 598 2 6016354; david.fowler@ume.com.uy
Ignacio
Salazar, CFO: + 598 2 601 6354; Ignacio
Salazar, CFO: + 598 2 601 6354; ignacio.salazar@ume.com.uy
Matrix Corporate Capital LLP
Louis Castro, +44 (0) 203 206
7209Louis Castro, +44 (0) 203 206
7209
Tim Graham, +44 (0) 203 206 7206Tim Graham, +44 (0) 203 206 7206
Additional information about UME is available at www.uruguayminerals.com
Additional information on Fortune Valley is available at www.fortunevalleyresources.com
