/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S.
NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES
TORONTO, May 31, 2011 /CNW/ - Southern Andes Energy Inc. ("Southern Andes" TSXV SUR) and Ansue Capital Corp. ("Ansue" or the "Corporation") TSXV ASU.P) are pleased to announce that Ansue has closed its
previously announced financing (the "Offering") by issuing 14,242,501 subscription receipts ("Subscription Receipts") raising gross proceeds of approximately $6,409,125. BayFront Capital
Partners Ltd. ("BayFront") and Haywood Securities Inc. acted as brokers for the Offering Upon
the occurrence of the Release Event (as hereinafter defined), each
Subscription Receipt will be automatically exercised without further
action on the part of the holder thereof for one unit (a ''Unit'') of the Corporation. Each Unit will be comprised of one common share
(each a ''Unit Share'') in the capital of the Corporation and one-half of one common share
purchase warrant, on a post consolidated basis (each whole warrant, a
''Warrant''). Each Warrant will entitle the holder thereof to acquire one
additional common share in the capital of the Corporation (each a ''Warrant Share'') at a price of $0.60 until May 31, 2013 (the ''Expiry Date'') provided that, if after the date that is four months and a day from
May 31, 2011, the weighted average closing price of the common shares
of Ansue, as traded on the TSXV equals or exceeds $0.90 per common
share, subject to adjustment, for any period of 20 consecutive trading
days, the right to exercise the Warrants expires within 30 days after
notice of such event is mailed to the warrantholder. The TSX Venture
Exchange ("TSXV") has conditionally approved the listing of the common shares and
warrants of the Corporation issuable upon exchange of the Subscription
Receipts. Listing is subject to the Corporation fulfilling all of the
requirements of the TSXV.
The gross proceeds from the Offering (the "Escrowed Proceeds") are being held in escrow in accordance with the provisions of a
subscription receipt agreement (the "Subscription Receipt Agreement") entered into between the Corporation, BayFront and Computershare
Trust Company of Canada. Upon satisfaction of the Escrow Release
Conditions (as defined below) (the ''Release Event''), the Escrowed Proceeds, after deducting the agents' fee, will be
released to the Corporation and the agents' fee will be released to
BayFront, on its own behalf and on behalf of the other Agents (as
defined below). In the event that the Release Event has not occurred on
or before 5:00 pm (Toronto time) on August 28, 2011 (the "Escrow Deadline"), the Escrowed Proceeds together with any interest earned thereon will
be automatically returned pro rata to each holder of Subscription
Receipts and all outstanding Subscription Receipts will be cancelled.
''Escrow Release Conditions'' means (i) The receipt of all regulatory approvals required to
complete the qualifying transaction whereby Ansue will purchase all of
the issued and outstanding shares of Caracara Silver Inc. ("Caracara"), Alpaca Exploraciones SAC, as well as all of the issued and
outstanding shares of Solex del Peru SAC from Southern Andes (the "Acquisition") (including without limitation the conditional approval of the TSXV or
if applicable, the Toronto Stock Exchange); (ii) Southern Andes and the
Corporation having confirmed that all conditions under the definitive
agreement in respect of the Acquisition have been satisfied; (iii) The
Unit Shares of the Corporation to be issued upon exercise of the
Subscription Receipts will, subject to requisite escrow requirements of
regulatory authorities related to insiders of the Corporation, only be
subject to the statutory hold period of four months plus one day; and
(iv) the delivery of the release certificate to the Subscription
Receipt Agent in accordance with the terms of the Subscription Receipt
The net proceeds from the Offering will be used to further explore and
develop the Princesa-Pilunani properties, which form part of the
Acquisition and for general corporate and working capital purposes.
Prior to the closing of the Acquisition, Ansue will call and hold a
special meeting of shareholders to consider and approve, among other
things, a consolidation of the shares of Ansue currently anticipated to
be on a three (preconsolidation shares) for one (post-consolidation
share) basis (the "Consolidation") as well as a name change of Ansue to a name selected by Southern
Andes and approved by requisite regulatory authorities. As the majority
shareholder of Ansue, Southern Andes will vote its shares in favour of
the Consolidation and the name change. The Subscription Receipts sold
pursuant to the Offering were sold on a post-consolidation basis.
After giving effect to the Offering, it is anticipated that after
completion of the Consolidation and the Acquisition and the issuance of
the first tranche of shares to Cybersonic Ltd. ("Cybersonic") pursuant to the Acquisition, Southern Andes will own approximately
65.59% of the issued and outstanding shares of Ansue, placees under the
Financing will own approximately 28.02% of the issued and outstanding
shares of Ansue, Cybersonic will own approximately 3.72% of the issued
and outstanding shares of Ansue and former shareholders of Ansue will
own approximately 2.66% of the issued and outstanding shares of Ansue.
The foregoing calculations were made on an undiluted basis.
Ansue is a capital pool company and intends for the Acquisition to
constitute the "Qualifying Transaction" as such term is defined in the
policies of the Exchange. The Acquisition is an arm's length
transaction and upon completion thereof it is anticipated that Ansue
will be a Tier 2 Mining Issuer.
Properties of Caracara
Caracara controls more than 24,000 hectares of land along the
Princesa-Pilunani mineralized trend located 210 kilometres north of
Juliaca, in Southern Peru. On the key Princesa silver-zinc-lead
project, historic drilling of 6,889 metres led to the estimation of NI
43-101 compliant inferred mineral resources of 4.6 million tonnes
grading 90.88 grams silver per tonne, 1.69% zinc and 1.66% lead along a
zone striking for 1.5 kilometres and to a depth of 150 metres.
The potential to increase resources at Princesa is deemed to be good as
the main mineralized zone remains open along strike and at depth.
Mr. Alain Vachon, P.Geo, Vice President - Exploration and Caracara's
Qualified Person as defined by National Instrument 43-101, has reviewed
and approved the contents of this press release.
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 7% 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.'s or Ansue's expectations, estimates and projections regarding its business and the
economic environment in which it operates.
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 TSXV 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.
The securities described in this press release have not been and will
not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in
the United States or to a U.S. person absent an available exemption from the registration requirements of such Act.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities
in the United States.
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 Exchange 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.
For further information:
For: Southern Andes
Anne B. Chopra
Ansue Capital Corp.