


NEWS


February 03, 2012 09:13 ET
Macusani Yellowcake and Southern Andes Announce Combination and
Consolidation of Major Uranium District
TORONTO, ONTARIO--(Marketwire - Feb. 3, 2012) - Macusani Yellowcake
Inc. (TSX VENTURE:YEL)(FRANKFURT:QG1) ("Macusani") and Southern
Andes Energy Inc. (TSX VENTURE:SUR) ("Southern Andes") are pleased
to announce that they have entered into a merger agreement pursuant
to which Macusani will acquire all of the outstanding common shares
of Southern Andes. The merged company will control approximately
900 km2 of uranium exploration ground in the highly prospective
Macusani Plateau uranium district in south-eastern Peru.
Under the merger agreement, shareholders of Southern Andes will
receive 0.8 of a common share of Macusani in respect of each common
share of Southern Andes held. Prior to the completion of the
merger, Southern Andes will distribute all of its common shares of
Caracara Silver Inc. ("Caracara") to the shareholders of Southern
Andes as a return of capital such that each Southern Andes
shareholder will receive approximately 0.45 shares of Caracara for
each common share of Southern Andes held. Based on the current
share capitalization of each of the respective companies, upon
completion of the merger transaction Macusani shareholders will own
approximately 65% of the outstanding Macusani shares and Southern
Andes shareholders will own approximately 35%. The boards of
directors of Macusani and Southern Andes have unanimously approved
the terms of the transaction and recommend that shareholders vote
in favour it.
Transaction Rationale:
A combination of adjacent mineral property claims totalling over
900 km2 in one of the largest, most highly prospective uranium
districts in the world positioning Macusani as the dominant
landholder in the region.
Macusani will increase its total land package in the district by
275%, including several areas directly adjacent and surrounding
Macusani's current resource properties.
Provides Macusani with the flexibility to evaluate various
development scenarios, including a significantly larger production
facility than previously contemplated.
Southern Andes' recent discovery at Tupuramani located immediately
adjacent to and on strike with Macusani's Colibri 2 & 3
property, which was subject to a Preliminary Economic Assessment in
2010.
A maiden resource at Macusani's Kihitian property is expected in
Q1/2012, where preliminary results indicate that mineralized
potential may continue to extend along strike onto Southern Andes'
properties.
A strong pro forma balance sheet with a cash position of over
CAD$13 million, fully financed to take the combined company through
2013 exploration and development programs.
Experienced management team and substantial in-country
synergies.
An attractive South American growth platform that will continue to
evaluate accretive merger and acquisition opportunities in the
uranium sector.
Enhanced market presence, capital markets exposure and trading
liquidity.
Mr. Peter Hooper, President and CEO of Macusani, stated: "By
consolidating the land holdings in the Macusani uranium district,
we are establishing ourselves as a highly prospective
jurisdictional play in the growing Macusani district of Peru.
Building upon our successful exploration efforts at Kihitian,
Colibri 2 & 3 and Corachapi, the addition of Southern Andes
will allow for a more widespread evaluation of the larger Macusani
district, as well as targeted exploration along strike from our
current projects. Over the medium to long-term, this transaction
also provides us with the flexibility to consider other development
scenarios within the district, including the construction of a
larger production facility. We see this as a major step towards
achieving our near term corporate objective of adding further NI
43-101 compliant uranium resources, and look forward to continuing
to create value for the combined shareholder base."
Mr. Nick Tintor, current President and CEO of Southern Andes,
stated: "The proposed transaction provides our shareholders with
the opportunity to participate in the growth potential of the
combined exploration assets in the Macusani district and to realize
the value of Southern Andes' investment in Caracara. This
transaction will create a significant uranium exploration company
with the management team and balance sheet to realize the full
potential of the newly combined project portfolio."
Transaction Details
The proposed transaction will be carried out by way of a
three-cornered amalgamation, the implementation of which will be
subject to approval by at least 66 2/3% of the votes cast at a
special meeting of Southern Andes shareholders. Approval of the
proposed transaction will also be sought by Macusani from its
shareholders at its annual meeting. In connection with the
completion of the transaction, the 7,573,847 shares of Macusani
owned by Southern Andes are intended to be cancelled. The combined
board of directors will draw from the expertise of both companies
and consist of six members from Macusani, and two from Southern
Andes.
Pursuant to the terms of the merger agreement between Macusani and
Southern Andes, the proposed transaction is subject to applicable
regulatory approvals and the satisfaction of certain closing
conditions customary for transactions of this nature. The merger
agreement also provides for, among other things, customary board
support and non-solicitation covenants from each party, subject to
"fiduciary out" provisions that entitle Southern Andes to consider
and accept a superior proposal and a 5 business day "right to
match" in favour of Macusani. The merger agreement also provides
for the payment of a mutual termination fee of CAD$0.5 million to
the other party if the proposed transaction is not completed under
certain specified circumstances.
The board of directors of Southern Andes, after consultation with
its financial and legal advisors, has unanimously determined that
the proposed transaction is in the best interests of Southern
Andes, is fair to the shareholders of Southern Andes, and
recommends that shareholders of Southern Andes vote in favour of
the proposed transaction. Haywood Securities, financial advisor to
Southern Andes and its board of directors, has provided an opinion
to the effect that the consideration to be received by shareholders
of Southern Andes is fair, from a financial point of view, to
shareholders of Southern Andes.
The board of directors of Macusani, after consultation with its
financial and legal advisors, has unanimously determined that the
proposed transaction is in the best interests of Macusani, is fair
to the shareholders of Macusani, and recommends that shareholders
of Macusani vote in favour of the resolution to approve the
proposed transaction. Dundee Capital Markets, financial advisor to
Macusani and its board of directors, has provided a verbal opinion
to the effect that the consideration offered to Southern Andes by
Macusani is fair, from a financial point of view, to Macusani.
The directors and senior officers of Macusani and Southern Andes,
holding 6.0% and 3.6%, respectively, have entered into customary
voting support agreements pursuant to which, among other things,
they have agreed to vote their common shares in favour of the
proposed transaction. In addition, certain other shareholders of
Macusani and Southern Andes holding approximately 21% and 26% of
the outstanding common shares of Macusani and Southern Andes,
respectively have agreed to vote their common shares in favour of
the proposed transaction. Based on publicly filed information,
Sheldon Inwentash of Toronto, Canada beneficially owns or exercises
control or direction over, directly or indirectly, 16.7% and 15.7%,
respectively, of the outstanding common shares of Macusani and
Southern Andes. Upon closing, certain outstanding options and
warrants to purchase common shares of Southern Andes will entitle
the holders to purchase common shares of Macusani adjusted for the
exchange ratio.
The full terms and conditions of the proposed transaction will be
summarized in Southern Andes' management information circular,
which will be filed and mailed to shareholders of Southern Andes in
late February or early March 2012. If it is approved by the
respective shareholders of Southern Andes and Macusani, it is
anticipated that the proposed transaction will be completed in
April 2012.
Copies of the merger agreement between Macusani and Southern Andes
and certain related documents will be filed with Canadian
securities regulators and will be available on SEDAR at
www.sedar.com. The Southern Andes management information circular
will also be available at www.sedar.com.
Advisors and Counsel
Dundee Capital Markets is acting as financial advisor to Macusani
and its board of directors. Acuity Corporate Securities Lawyers is
acting as legal advisor to Macusani.
Haywood Securities Inc. is acting as financial advisor to Southern
Andes and its board of directors. Cassels Brock & Blackwell LLP
is acting as legal advisor to Southern Andes.
Mr. Alain Vachon, P.Geo, Southern Andes Vice President Exploration
and a qualified person as defined by National Instrument 43-101,
has reviewed and approved the contents of this press release.
Conference Call
Shareholders, analysts, brokers, the media and other interested
parties are invited to join a conference call with Peter Hooper and
Nick Tintor, the respective CEO's of Macusani Yellowcake and
Southern Andes.
Date & Time: Monday, February 6, 2012 at 11:00 am EST
Dial-in Details: +1-647-427-7450 or +1-888-231-8191 (toll free)
Conference ID: 4 8 8 0 4 8 3 7
A summary presentation of the merger transaction can be found at:
http://www.macyel.com/merger/.
About Macusani Yellowcake Inc.
Macusani Yellowcake Inc. is a Canadian uranium exploration and
development company focused on the exploration of its properties on
the Macusani Plateau in south-eastern Peru. The Company owns a
99.5% interest in concessions which cover over 24,000 hectares (240
km2) and are situated near significant infrastructure. Macusani
Yellowcake is listed on the TSX Venture Exchange under the symbol
'YEL' and the Frankfurt Exchange under the symbol 'QG1'. For more
information please visit www.macyel.com.
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 65,000
hectares (650 km2) of land. The Company owns a 7% equity interest
in Macusani Yellowcake Inc., and also a 65% interest in Caracara
Silver Inc., (TSX VENTURE:CSV) which has been created to advance
and develop the Company's extensive silver and zinc projects in
Peru.
Forward Looking Information
This news release includes certain forward-looking statements
concerning the future performance of Macusani's and Southern Andes'
business, operations and financial performance and condition, as
well as management's objectives, strategies, beliefs and
intentions. Forward-looking statements are frequently identified by
such words as "may", "will", "plan", "expect", "anticipate",
"estimate", "intend" and similar words referring to future events
and results. Forward-looking statements are based on the current
opinions and expectations of management. All forward-looking
information is inherently uncertain and subject to a variety of
assumptions, risks and uncertainties, including the speculative
nature of mineral exploration and development, fluctuating
commodity prices, competitive risks and the availability of
financing, as described in more detail in the both companies recent
securities filings available at www.sedar.com. Actual events or
results may differ materially from those projected in the
forward-looking statements and Macusani and Southern Andes caution
against placing undue reliance thereon. Neither the companies nor
their management assume any obligation to revise or update these
forward-looking statements.
Neither 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.
For more information, please contact
Macusani Yellowcake Inc.
Peter Hooper
President and CEO
+1-416-628-9600
peter@macyel.com
Quelle:
http://www.macyel.com/investors/pr3feb2012.php