LOS ANDES COPPER LTD. AND TURNBROOK CORPORATION SIGN AGREEMENT FOR CONSOLIDATION OF VIZCACHITAS PROPERTY
November 30, 2010
Vancouver, BC – Los Andes Copper Ltd. ("Los Andes", or the "Company", TSX Venture Exchange: LA) is pleased to announce that the Company and Turnbrook Corporation (“TBC”) have signed the share purchase agreement in respect of the consolidation of the Vizcachitas property (the “Consolidation”) and concurrent financing (the “Financing”, and collectively with the Consolidation, the “TBC Transaction”). The share purchase agreement is subject to terms and conditions customary to a transaction of this nature, including due diligence by TBC of the Company. This will be the first time after several decades that the entire resource contained in the Vizcachitas property is under unified ownership, which will put Los Andes in a position to undertake the necessary steps to advance the project towards its ultimate development.
Pursuant to the terms of the TBC Transaction, TBC will transfer to Los Andes all of the issued and outstanding securities of Gemma Properties Group Limited (“GPGL”). GPGL owns 99 of the 100 issued and outstanding shares of Inversiones Los Patos S.A. (“Los Patos”). The owner of the remaining share in Los Patos will transfer that share to Los Andes. Los Patos is the legal and beneficial owner of 49% of the issued and outstanding shares of Sociedad Legal Minera San José Uno de Lo Vicuña, El Tártaro y Piguchén de Putaendo (the "SLM"), and the SLM is the legal and beneficial owner of the mining concessions (the "SJ Concessions") that form the central portion of the Vizcachitas property.
Los Andes will issue to TBC 35,000,000 common shares in the capital stock of Los Andes and 13,000,000 warrants to purchase Los Andes common shares at a price of $0.15 per share for a period of three years following the closing of the TBC Transaction. It is expected that, upon closing of the TBC Transaction, TBC will become a “control person” of Los Andes and at least 50% of the Company’s board will be made up of TBC nominees. TBC is a private investment company incorporated pursuant to the laws of the Bahamas. Pursuant to the Financing, Los Andes will raise aggregate gross proceeds of up to approximately $2.6 million by the issuance to TBC and certain TBC nominees of approximately 17,333,333 common shares in the capital stock of Los Andes at a price of $0.15 per share.
Please see the Company’s September 29, 2010 press release for further details.
Closing of the TBC Transaction is expected to occur on or about Thursday, December 9, 2010, and is subject to completion of due diligence and approval by the board of TBC, the approval by written consent of disinterested Los Andes shareholders holding a simple majority of the outstanding shares, and the filing on SEDAR of a Filing Statement setting out information relevant to the TBC Transaction. TBC, the TBC nominees and their respective insiders holding Los Andes shares, and all insiders, directors and officers of Los Andes will not be entitled to vote on the approval of the TBC Transaction.
Shareholders of Los Andes are asked to provide their contact information to Los Andes at firstname.lastname@example.org in order that we may disseminate consents in writing. Once the Filing Statement has been approved by the TSX Venture Exchange and filed on SEDAR, the Company will distribute forms of consent to be executed and returned to the Company.
The Vizcachitas Project offers potential for a low strip, open pit operation in an area of low elevation with excellent infrastructure, including water and power in central Chile. The Vizcachitas deposit occurs in the same metallogenic belt as the giant copper-molybdenum porphyries Rio Blanco-Los Bronces, Los Pelambres and El Teniente. Based on 35,255 metres of drilling in 130 diamond drill holes, the project contains an indicated resource of 515 million tonnes grading 0.39% copper and 0.011% molybdenum and an inferred resource of 572 million tonnes grading 0.34% copper and 0.012% molybdenum at a 0.30% copper equivalent cutoff. Additional information about the Vizcachitas Project is available in the National Instrument 43-101 Technical Report prepared by AMEC and filed by the Company on SEDAR on August 29 2008, and on our website at www.losandescopper.com.
This document contains certain forward looking statements which involve known and unknown risks, delays and uncertainties not under the Company's control which may cause actual results, performance or achievements of the Company to be materially different from the results, performance or expectation implied by these forward looking statements.
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
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