/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY
CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS./
TORONTO, May 19 /CNW/ - At a Special Meeting held on May 19, 2011,
shareholders of Southern Andes Energy Inc. ("Southern Andes" TSXV SUR) approved the sale of all of the issued and outstanding
shares of Caracara Silver Inc. ("Caracara") and indirectly all of the shares of Alpaca Exploraciones SAC, as well
as all of the issued and outstanding shares of Solex del Peru SAC ("Solex") to Ansue Capital Corp. ("Ansue") pursuant to a qualifying transaction to be transacted by Ansue in
accordance with the "capital pool company" rules of the TSX Venture
Exchange ("TSXV") (the "Acquisition"). As a result of the Acquisition, Ansue will acquire all of the silver
assets of Southern Andes which comprise 24,600 hectares of concessions
located approximately 200 kilometres north of Juliaca, Peru. Solex
currently also owns certain uranium assets located in Peru. These
assets do not form a part of the Acquisition and will be transferred
out of Solex to Southern Andes on a non-cash basis. Southern Andes has
agreed to remain liable for all costs and obligations in connection
with such uranium assets.
As consideration for the Acquisition, Ansue has agreed to issue 100
million common shares to Southern Andes and to assume intercorporate
debt owing to Southern Andes by Caracara and/or Alpaca Exploraciones
SAC and/or Solex in the estimated amount of C$250,000. Ansue has also
agreed to assume the obligation of Caracara to issue shares to
Cybersonic Ltd ("Cybersonic") which arose pursuant to a purchase agreement, as amended, dated
September 27, 2010 further to the purchase by Caracara of a certain
technical data base relating to mineral claims located in the Pilunani
region of Peru. As a result of this assumption agreement, upon
completion of the Acquisition, Ansue will have the obligation to issue
to Cybersonic 5,676,000 pre-consolidation common shares and an
additional 2,924,000 pre-consolidation common shares on the one year
anniversary of the completion of the Acquisition. Caracara retains the
obligation to make certain cash payments to Cybersonic aggregating
The Acquisition is conditional upon the receipt of all requisite and
regulatory and third party consents, including without limitation, the
consent of the TSXV, the completion by Ansue of the minimum portion of
the previously announced financing for a minimum amount of C$4.0
million and Ansue having C$150,000 in net-free available cash on
completion of the Acquisition.
Other Information and Updates
Southern Andes' shares are currently listed for trading on the TSXV and
Ansue's shares are currently also listed for trading on the TSXV.
However, in accordance with TSXV policy, Ansue's shares are currently
halted from trading and will remain halted until such time as
determined by the TSXV which, depending on the policies of the TSXV,
may not occur until the completion of the Acquisition and the
Ansue will provide further details of the Qualifying Transaction in due
course by way of a filing statement to be prepared. Ansue will in due
course make available to the TSXV, all financial information as
required by the TSXV and will provide, in a press release to be
disseminated at a later date, summary financial information derived
from such statements.
About Southern Andes Energy Inc.
Southern Andes Energy Inc. is focused on exploring and developing
uranium resources to meet the world's growing demand for clean energy.
The Company is the largest landowner in the emerging Macusani Uranium
District in Peru with holdings of more than 100,000 hectares of land.
The Company also owns a 10% interest in Macusani Yellowcake Inc., which
controls two advanced stage uranium projects in the district. Southern
Andes owns a 100% interest in Caracara Silver Inc., which has been
created to advance and develop the Company's extensive silver and zinc
projects in Peru.
This news release may contain forward-looking statements that are based
on Southern Andes Energy Inc. expectations, estimates and projections
regarding their business and the economic environment in which they
operate. These statements are not guarantees of future performance and
involve risks and uncertainties that are difficult to control or
predict. Therefore, actual outcomes and results may differ materially
from those expressed in these forward-looking statements and readers
should not place undue reliance on such statements. Statements speak only as of the date on which they are made, and Southern Andes
undertakes no obligation to update them publicly to reflect new
information or the occurrence of future events or circumstances, unless
otherwise required to do so 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 and
has in no way passed upon the merits of the Acquisition and has neither
approved nor disapproved of the contents of this press release.
Completion of the Acquisition is subject to a number of conditions
including but not limited to TSXV acceptance (in respect of each of
Southern Andes and Ansue) and if applicable pursuant to the TSXV
requirements, majority of the minority shareholder approval. Where
applicable, the Acquisition cannot close until the required shareholder
approval is obtained. There can be no assurance that the Acquisition
will be completed as proposed or at all.
SOURCE Ansue Capital Corp.
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