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THE UNITED STATES/
TORONTO, April 9 /CNW/ - Amazon Mining Holding Plc ("Amazon") (AMZ:
"TSX-V") is pleased to announce that it has reached an agreement in principle
(the "Agreement"), subject to all required approvals, whereby Amazon will
acquire all of the shares of Uaua Pesquisa Mineral Ltda ("Uaua"), the
wholly-owned Brazilian subsidiary of Toucan Metals Limited ("Toucan"), a
privately-held Ontario corporation (the "Transaction").
Pursuant to the terms of the Agreement, Toucan will transfer all of its
interest in Uaua to Amazon for an aggregate purchase price of CDN$287,147,
which will be satisfied by the payment to Toucan of CDN $127,332 in cash
consideration together with 853,712 common shares of Amazon ("Amazon Shares").
The Amazon Shares exchage ratio was based on the 20-day VWAP of CDN$0.1872 per
share for the period ending March 27, 2009.
The principal activity of Uaua is that of a mineral exploration company
engaged in the acquisition and development of base metals exploration
properties in Brazil. Uaua currently holds a 100% interest in thirty four
exploration licences, which provide mining rights to copper or zinc or
vanadium on two properties in Brazil known as the "Tucano" and "Mimoso"
Tucano Vanadium Project
The project is located in Bahia State approximately 277km southwest of
Salvador City. Vanadium and uranium mineralization occur in the Mesozoic Sergi
Formation of the Tucano Basin, associated with organic-rich and green colored
clay alluvial sandstones. The primary mineral of interest is vanadium bearing
oxides. Current Brazilian legislation establishes uranium as a federal
Mimoso Copper/Zinc Project
The project is located approximately 438km northwest of Salvador, Bahia
State. Goethite-hematite rich breccias with boxwork textures after sulfides
are hosted by meta-siltstones of the Mesoproterozic Caboclo Formation. The
breccias display anomalous values for zinc and copper. The analytical results
of 24 grab samples returned seven values ranging from 1010 ppm and 1775 ppm
zinc. Values of up to 833 ppm copper have been obtained as well.
The high zinc content in the breccias associated with the layers of fresh
pyrite strongly suggest that the breccias are the product of oxidation and
weathering of zinc-rich (and possibly copper) sulfide horizons. The
prospectable trend in the southern limb of the Alegre Hill anticlinorium is at
least 25 km in length. The northern flank also contains the same breccias
zones and merits to be investigated in the field.
Given that the CEO (Cristiano Veloso) and two of the directors of Amazon
(Simon Lawrence and Kevin van Niekerk) are also directors of Toucan, are each
shareholders of Amazon and hold collectively approximately 19% of the shares
of Toucan, a special committee consisting solely of the independent directors
of Amazon (Richard Topham and Dr. Getulio Lamartine de Paula Fonseca) was
formed by the board of directors at the beginning of the process to consider,
conduct appropriate due diligence and negotiate terms of the Transaction. The
special committee unanimously approved the Transaction at a Board of Directors
meeting held on March 27, 2009.
Closing of the Transaction is subject to approval of the TSX Venture
Exchange, and the approval of the shareholders of Toucan at a meeting
scheduled to take place on April 30, 2009.
Independent Director Richard Topham said: "The genesis for this minimally
dilutive transaction stems from the common business activities of Toucan and
Amazon: the two entities share common country exposure, two Directors and a
CEO, yet have separate target property mandates in non-gold/base metals and
gold/precious metals respectively and operate separate exploration activities.
Through this transaction, Amazon acquires the rights to grass roots, early
stage exploration assets of longer term merit, and expands its mandate into
all metals and commodities. Synergistic benefits will result from
consolidating the combined Brazilian-based operations and properties under one
entity, one CEO and one Board of Directors. It is expected that day-to-day
corporate operating costs will not increase materially which corresponds with
Amazon's stated mandate of cash preservation. The acquired assets and expanded
mandate represent strong opportunities for Amazon and provide additional means
with which we can enhance future shareholder value during turbulent economic
Amazon is listed on the TSX Venture Exchange and is a mineral exploration
company is engaged in creating shareholder value via cost effectively
advancing the Cerrado Verde Potash project and the Madeira Gold project while
diligently assessing additional value-adding opportunities. Given the current
and foreseeable uncertain economic climate, Amazon is preserving cash and
adopting a highly conservative and risk mitigating approach to opportunity
assessment and project development.
As required by Canadian National Instrument 43-101, Amazon's designated
qualified person required for review of the technical and scientific
information herein contained is Dr. João Batista G. Teixeira, Chief
Geoscientist of the Company.
Cristiano Veloso, President & Chief Executive Officer
Cautionary Language and Forward Looking Statements
THE TSX VENTURE EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY
OR ACCURACY OF THIS RELEASE AND THE INFORMATION CONTAINED HEREIN. THIS PRESS
RELEASE CONTAINS CERTAIN "FORWARD LOOKING STATEMENTS", WHICH INCLUDE BUT IS
NOT LIMITED TO, STATEMENTS WITH RESPECT TO THE FUTURE FINANCIAL OR OPERATING
PERFORMANCE OF THE COMPANY, ITS SUBSIDIARIES AND ITS PROJECTS, STATEMENTS
REGARDING USE OF PROCEEDS, EXPLORATION PROSPECTS, IDENTIFICATION OF MINERAL
RESERVES, COSTS OF AND CAPITAL FOR EXPLORATION PROJECTS, EXPLORATION
EXPENDITURES, TIMING OF FUTURE EXPLORATION AND PERMITTING, REQUIREMENTS FOR
ADDITIONAL CAPITAL, GOVERNMENT REGULATIONS OF MINING OPERATIONS, ENVIRONMENTAL
RISKS, RECLAMATION EXPENSES, TITLE DISPUTES OR CLAIMS, AND LIMITATIONS OF
INSURANCE COVERAGE. FORWARD LOOKING STATEMENTS CAN GENERALLY BE IDENTIFIED BY
THE USE OF WORDS SUCH AS "PLANS", "EXPECTS", OR "DOES NOT EXPECT" OR "IS
EXPECTED", "ANTICIPATES" OR "DOES NOT ANTICIPATE", OR "BELIEVES", "INTENDS",
"FORECASTS", "BUDGET", "SCHEDULED", "ESTIMATES" OR VARIATIONS OF SUCH WORDS OR
PHRASES OR STATE THAT CERTAIN ACTIONS, EVENT, OR RESULTS "MAY", "COULD",
"WOULD", "MIGHT", OR "WILL BE TAKEN", "OCCUR" OR "BE ACHIEVED". FORWARD
LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER
FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE
COMPANY TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR
ACHIEVEMENTS EXPRESSED OR IMPLIED BY SAID STATEMENTS. THERE CAN BE NO
ASSURANCES THAT FORWARD-LOOKING STATEMENTS WILL PROVE TO BE ACCURATE, AS
ACTUAL RESULTS AND FUTURE EVENTS COULD DIFFER MATERIALLY FROM THOSE
ANTICIPATED IN SAID STATEMENTS. ACCORDINGLY, READERS SHOULD NOT PLACE UNDUE
RELIANCE ON FORWARD-LOOKING STATEMENTS.
The potential grades detailed in this release are conceptual in nature.
There has been insufficient exploration to define a mineral resource and it is
uncertain if further exploration will result in the targets being delineated
as a mineral resource.
Readers are cautioned not to rely solely on the summary of such
information contained in this release and are directed to the complete set of
drill results posted on Amazon's website (www.amazonplc.com) and filed on
SEDAR (www.sedar.com) and any future amendments to such. Readers are also
directed to the cautionary notices and disclaimers contained herein.
For further information:
For further information: Cristiano Veloso, President & Chief Executive
Officer, Tel: +44 (0) 20 8133 7607, Fax: +44(0)20 7405 7773, Email:
firstname.lastname@example.org; OR Jed Richardson, VP Corporate Development, Tel: (416)
866-2966, Fax: (416) 866-8829, Email: email@example.com www.amazonplc.com