/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/
TORONTO, Jan. 20, 2012 /CNW/ - On November 22, 2011 and December 21,
2011, Karmin Exploration Inc. ("Karmin") (TSXV: KAR) issued a news release (together, the "News Releases") announcing that it had entered into a purchase agreement (the "Purchase Agreement") with Alberto Aurelio Arias Dávila (the "Vendor"), a well-known Peruvian mining entrepreneur and an arm's length party,
to purchase 100% of the right, title and beneficial interest held by
the Vendor in two mining concessions (the "Purchased Mining Concessions") forming a portion of the Cushuro Property located in the department
of La Libertad in the Republic of Peru (the "Acquisition").
In addition to the Acquisition, Karmin also announced that it had
entered into an option agreement (the "Option Agreement") with the Vendor, which grants to Karmin an irrevocable and exclusive
option (the "Option") to purchase from the Vendor 100% (and not less than 100%) of the
right, title and beneficial interest in an additional mining concession
(the "Option Mining Concession", and together with the Purchased Mining Concessions, the "Cushuro Mining Concessions"), also forming a portion of the Cushuro Property (the "Option Acquisition", and together with the Acquisition, the "Cushuro Acquisition"). The Option Agreement provides Karmin with the right to exercise its
option to purchase the Option Mining Concession, at its sole
discretion, at any time on or after January 16, 2012 and for a period
of one year following such date (the "Option Term").
Pursuant to the Option Agreement, Karmin and the Vendor also agreed to
enter into a separate agreement to lease the Option Mining Concession
(the "Lease"), providing Karmin with access to the Option Mining Concession during
the Option Term. The Lease will be entered into following the receipt
of final approval from the TSX Venture Exchange (the "Exchange") in respect of the Cushuro Acquisition, and will have a term ending on
the earlier of the date in which the Option Acquisition closes and the
expiry of the Option Term.
Please see the News Releases for more information about the Cushuro
As noted in the News Releases, the Cushuro Acquisition constitutes a
Reviewable Acquisition under the policies of the Exchange and,
accordingly, must be approved by the Exchange. Additionally, the
policies of the Exchange require that the shareholders of Karmin
approve the issuance of the Cushuro Shares (as defined in the News
Releases) to the Vendor, because such issuance will result in the
Vendor becoming a Control Person (as defined in the policies of the
Exchange). As a result, Exchange policies mandated that trading in the
common shares of Karmin be halted pending receipt and review by the
Exchange of documentation relating to the Cushuro Acquisition,
including a title opinion in respect of the Cushuro Mining Concessions
and a technical report (the "Technical Report") prepared in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects.
Trading in the common shares of Karmin has been halted since November
22, 2011 and, as of the date of this news release, trading in the
common shares of Karmin continues to be halted. In compliance with the
policies of the Exchange, Karmin is issuing this news release to
provide its shareholders with an update on the status of the Cushuro
In satisfaction of the Exchange's shareholder approval requirements, as
noted above, Karmin has obtained the written consent of shareholders
holding over 61% of the common shares that are currently issued and
outstanding and has submitted the consents to the Exchange for its
Karmin continues to work with the Exchange to satisfy the Exchange's
conditions to obtaining final approval of the Cushuro Acquisition.
Pursuant to the Purchase Agreement, Karmin granted the Vendor the right
to designate an individual (the "Designated Director") to be included among the nominees to act as directors of Karmin at
the next meeting of shareholders of Karmin at which the Board was to be
elected. Such meeting was held on Wednesday, January 18, 2012 and Dr.
Luis Rodríguez-Mariátegui Canny, the Designated Director, was elected
by the shareholders of Karmin at the meeting, such appointment being
conditional on the approval of the Exchange and on the closing of the
Closing of the Cushuro Acquisition
Closing of each of the Acquisition, the Option Acquisition and the
entering into of the Lease is subject to customary closing conditions,
in addition to the requirement to obtain the approval of the Exchange
as noted above. Karmin intends to close the Acquisition as soon as
possible following receipt of such approvals.
Karmin will continue to issue a news release regarding the status of the
Cushuro Acquisition every 30 days following today's date until the
Acquisition has closed in accordance with applicable policies of the
Exchange. Concurrently with the closing of the Acquisition, Karmin will
enter into the Lease with the Vendor. Karmin will also issue a news
release if and when it elects to exercise the Option.
Annual and Special Meeting of Shareholders
Karmin is also pleased to announce the results of its Annual and Special
Meeting of Shareholders held on January 18, 2012. In addition to the
election of Dr. Luis Rodríguez-Mariátegui Canny as described above, the
shareholders of Karmin elected David Brace, Larry Ciccarelli, Richard
Faucher, Ed Guimaraes and Terence Ortslan to serve as directors of
Karmin to hold office until the next annual meeting of shareholders or
until a successor is duly elected, unless the office is earlier vacated
in accordance with the by-laws of Karmin. The election of each of the
directors and each of the other motions considered by shareholders at
the meeting were approved by over 99% of the shares voted at the
meeting in person or by proxy.
PricewaterhouseCoopers LLP, Chartered Accountants, were reappointed as
auditors of Karmin to hold office until the close of the next annual
meeting of shareholders and the board of directors were authorized to
fix their remuneration as such.
The common shares of Karmin are listed on the Exchange and trade under
the symbol "KAR". The principal business of Karmin is to acquire and
explore resource properties. Currently, Karmin's main project is
located at Aripuanã, Brazil. Karmin owns 30% of the Aripuanã zinc
project, one of the largest undeveloped zinc projects in Brazil.
Aripuanã covers a complete mineralized massive sulphide district, with
five areas of mineralization (Arex, Ambrex, Babacu, Massaranduba and
Mocoto) over a 25 kilometre strike length. Karmin also owns 100% of the
Aripuanã gold-silver project which includes the gold and silver
mineralization associated with the near surface oxidized portions of
the massive sulphide deposits.
Disclaimer Relating to Forward-Looking Information
This news release contains forward-looking statements, including those
relating to the Cushuro Acquisition and information that are based on
the belief of management and reflect Karmin's current expectations.
Forward-looking statements include, but are not limited to, possible
events and statements. The words "plans," "expects," "is expected,"
"scheduled," "estimates," "forecasts," "projects," "intends,"
anticipates," or "believes," or variations of such words and phrases or
statements that certain actions, events or results "may," "could,"
"would," "might," or "will be taken," "occur," and similar expressions
identify forward-looking statements. The forward-looking statements and
information in this press release include, but are not limited to,
information relating to the business plans of Karmin and the
Acquisition and the Option Acquisition (including the exercise of the
Option, TSX-V approval, shareholder approval and the completion or
termination of each of the Acquisition and the Option Acquisition).
Such statements and information reflect the current view of Karmin with
respect to risks and uncertainties that may cause actual results to
differ materially from those contemplated in those forward-looking
statements and information.
Such statements are not historical facts. Readers are cautioned not to
place undue reliance on forward-looking statements, as there can be no
assurance that the plans, intentions or expectations upon which they
are based will occur. By their nature, forward-looking statements
involve numerous assumptions, known and unknown risks and
uncertainties, both general and specific, that contribute to the
possibility that the predictions, forecasts, projections in the
forward-looking statements will not occur, and that actual performance
and results in future periods may differ materially from any estimates or projections of future
performance or results expressed or implied by such forward-looking
statements. These assumptions, risks and uncertainties include, among
other things, the inability to obtain Exchange approval of the Cushuro
The Cushuro Mining Concessions and the land they relate to are
exploration properties only. Accordingly, there are a number of
important factors that could cause Karmin's actual results to differ
materially from those indicated or implied by forward-looking
statements and information. Such factors relating to the Cushuro Mining
Concessions include, among others, the timing and content of work
programs, results of the development of mineral properties, including
the Cushuro Mining Concessions, the interpretation of drilling results
and other geological data, the uncertainties of resource and reserve
estimates, receipt and security of mineral property titles, receipt of
licenses to conduct mining activities, project cost overruns or
unanticipated costs and expenses, fluctuations in metal prices and
general market and industry conditions, changes in national and local
government legislation, taxation, controls, policies and regulations,
the security of personnel and assets, and political or economic
developments in Canada and Peru, operating or technical difficulties in
connection with mining or development activities, employee relations,
the speculative nature of mineral exploration and development and the
risks and hazards associated with the business of mineral exploration,
development and mining, including environmental hazards, industrial
accidents, unusual or unexpected formations, pressures, cave-ins and
Karmin cautions that the foregoing list of material factors is not
exhaustive. When relying on Karmin's forward-looking statements and
information to make decisions, investors and others should carefully
consider the foregoing factors and other uncertainties and potential
events. Karmin has assumed a certain progression of events which may
not be realized. It has also assumed that the material factors referred
to in the previous paragraph will not cause such forward-looking
statements and information to differ materially from actual results or
events. However, the list of these factors is not exhaustive and is
subject to change and there can be no assurance that such assumptions
will reflect the actual outcome of such items or factors.
The forward-looking statements contained in this news release are made
as of the date of this news release. Readers should not place undue
importance on forward-looking information and should not rely upon this
information as of any other date. Except as required by law, Karmin disclaims any intention and assumes no obligation to update or revise
any forward-looking statements, whether as a result of new information,
future events or otherwise. Additionally, Karmin undertakes no
obligation to comment on the expectations of, or statements made by,
third parties in respect of the matters discussed above.
The Exchange has not reviewed and does not accept responsibility for the
adequacy or accuracy of this news release.
SOURCE Karmin Exploration Inc.
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