TORONTO, ONTARIO -- (Marketwire) -- 02/20/13 -- Brionor Resources Inc. ("Brionor" or the "Company") (TSX VENTURE: BNR) is pleased to announce that it has entered into a letter agreement (the "Letter Agreement") with Atala Resources Inc. ("Atala"), a private Ontario mining exploration company holding mining rights in Argentina, and the shareholders of Atala (the "Atala Shareholders") whereby Brionor proposes to acquire (the "Acquisition") all of the issued and outstanding shares of Atala (each an "Atala Share") for an aggregate purchase price of $300,000 (the "Purchase Price") payable by the issuance of common shares of Brionor (each a "Brionor Share") at a deemed price of $0,05 per Brionor Share. Under the Letter Agreement, each Atala Shareholder shall receive 0.4655373 of a Brionor Share for each Atala Share held, for a total of 6,000,000 Brionor Shares.
The closing of the Acquisition is scheduled to take place on or about March 29, 2013, and is subject to numerous conditions customary to this type of transaction, including, the completion of a satisfactory due diligence on Atala and its subsidiaries, the execution of a definitive share purchase agreement between Brionor, Atala and the Atala Shareholders, the receipt by Atala of any required third party consent and the receipt of the required regulatory approvals. The Acquisition shall also be subject to the final approval of the board of directors of Brionor. In this regard, Mr. Lew Lawrick, President of Brionor, is also a director and shareholder of Atala, and as such, shall not participate in the discussions or the vote of the board relating to such approval.
Robert Ayotte, Executive Chairman of Brionor commented: "We are very pleased to have the opportunity to position ourselves through Atala in a reputable very prospective region of Argentina known for its recent mineral industry precious metal discoveries. The Province of Santa Cruz in Argentina has seen over the years, important mining, development and exploration activities. Brian Gavin, founder and CEO of Atala, was instrumental in the discovery of McEwen Mining's currently producing San Jose gold-silver mine in the region. The location of the Atala's two optioned properties are in the vicinity of the Cerro Vanguardia gold-silver mine. By this transaction, we hope to rapidly create value for our shareholders."
Until the completion of the Acquisition, Brionor has agreed to fund all working capital requirements of Atala as may be agreed to by the parties, subject to a maximum amount of $75,000. Any such amount shall be immediately reimbursed by Atala should the Letter Agreement be terminated or should the Company otherwise withdraw from the transaction. In connection therewith, Atala shall grant to Brionor a general security on all of its current and future assets. Furthermore, in view of the substantial time and expense devoted by the Company in connection with the proposed Acquisition, Atala has granted Brionor an exclusivity period ending April 29, 2013 whereby during such period, neither Atala nor any of its officers, directors and representatives shall solicit, initiate or encourage submission of proposals or offers or respond to any submission, proposals, offers or continue or engage in any negotiations or discussions with any person relating, directly or indirectly, to any merger, consolidation, acquisition or purchase of all or a portion of the assets of Atala or all or a portion of the Atala Shares.
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