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Advancing substantial silver and polymetal properties in Mexico
Message: Revision to Terms of Share Exchange Transaction With Grafton
| February 5, 2009 |
| Arian Announces Revision to Terms of Share Exchange Transaction With Grafton Resource Investments Ltd. |
| LONDON, UNITED KINGDOM--(Marketwire - Feb. 5, 2009) - Arian Silver Corporation ("Arian" or the "Company") (TSX VENTURE:AGQ)(AIM:AGQ)(PLUS:AGQ)(FRAN... announces revised terms of its proposed share exchange transaction with Grafton Resource Investments Ltd. ("Grafton"), announced on 27 January 2009. The transaction remains subject to TSX Venture Exchange approval. The parties to the transaction have agreed to dispense with the issue by Arian of an unsecured non-interest bearing convertible debenture in the principal amount of approximately Cdn$4,564,653 (the "Debenture") to Grafton in exchange for Grafton ordinary shares of equivalent value. The conversion of the Debenture into 82,993,679 common shares of Arian was subject to the approval of Arian's shareholders. In place of the Debenture it is now proposed to convene, in the near future, a General Meeting of shareholders of Arian to seek approval (the "Shareholder Approval") to issue to Grafton 82,993,679 common shares of Arian at a price per share of Cdn$0.055 in exchange for Grafton ordinary shares of an aggregate value of approximately Cdn$4,564,653. The number of Grafton ordinary shares to be issued in exchange for the Arian common shares shall be determined by reference to the net asset value per Grafton ordinary share calculated as at the close of business on the last day of the month in which the Shareholder Approval is obtained. The terms of the proposed issue of 26,097,230 Arian common shares at a price per common share of Cdn$0.055 for a total value of approximately Cdn$1,435,347 (the "Initial Share Issue") in exchange for Grafton ordinary shares of equivalent value remain unchanged. Following the Initial Share Issue Grafton will hold 14.9% of Arian's outstanding common shares and will nominate a representative for appointment to the Board of Arian. Following the Shareholder Approval, together with the Initial Share Issue, Grafton would increase its share interest in Arian to approximately 42.2% (calculated as at the date hereof). As previously announced Grafton and its associates will assist Arian in the disposal of the Grafton ordinary shares to raise funds to further its mineral projects in Mexico, in particular the San Jose project, as well as for general working capital purposes. The principals of Grafton and its associates have experience in using this type of share exchange and disposal mechanism to provide investee companies with new funding. It is also planned that Grafton and its associates will work closely with Arian's Board to further develop Arian. Grafton is a Cayman Island registered limited liability company managed by Newland Fund Management LLP of London, England and was incorporated for the purpose of securing and developing investment opportunities in the natural resource sector. |
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