News Column

New Mariana Strategy-Restructure Plans Including Voluntary TSX Delisting

Feb 5 2013 12:00AM

Marketwire

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VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 02/05/13 -- Mariana Resources Ltd (TSX: MRY)(AIM: MARL) ("Mariana" or "the Company"), the AIM and TSX listed exploration and development company focused on Peru and southern Argentina, today announces that it has applied for a voluntary delisting from the Toronto Stock Exchange ("TSX"). In addition, the Company is pleased to announce a major revised corporate strategy of which the delisting is an integral part, together with a Board and management restructure. Mariana's ordinary shares are currently listed for trading on the TSX, and the AIM platform of the London Stock Exchange ("AIM"). Following the delisting from the TSX, the Company's ordinary shares will continue to trade on the AIM.

Key components of the revised strategy for Mariana, which the Board believes can be expected to deliver improved share price leverage for shareholders, are outlined below:

Voluntary Delisting from the TSX

The Company is applying for the voluntary delisting of its ordinary shares from the TSX. Subject to the application being accepted by the TSX, it is expected that the ordinary shares will be delisted from the TSX at the close of trading on or about Tuesday, February 12, 2013.

No change will occur to Mariana securities on the AIM where all our securities will continue to be listed and tradeable as normal under the symbol "MARL". Following delisting from the TSX, Mariana will apply to the security commissions in Canada for cessation of the Company's reporting issuer status and the Canadian Register will also be closed.

Reasons for applying for voluntary delisting from the TSX:

-- The limited trading activity of Mariana's shares on the TSX since its listing in June 2011, compared to the trading activity on the LSE;-- The low level of Mariana's share ownership in Canada (fewer than 2% of the total number of ordinary shares of the Company are reported as owned by Canadian residents);-- The Company's compliance costs and administrative responsibilities in maintaining the dual listing on the TSX, in addition to the costs associated with the AIM listing, are no longer justifiable.



Implications of the delisting for shareholders on the Canadian branch register only

As a consequence of the delisting, and prior to the closing of the Canadian branch register, shareholders currently on the Canadian branch register can request to have their shareholdings transferred to the Jersey ("UK") main register.

For CDS participants or if your shares are held by your broker, the CDS participant/broker must complete and submit the "Register Removal Request-Canada to Channel Islands" on your behalf.

For registered shareholders, you will need to complete the "Register Removal Request-Canada to Channel Islands" and submit the form together with your original share certificate(s).

Register Removal Request Form link: http://www.marianaresources.com/pdf/release/Mariana_130205.pdf

Until the transfer is effected, CDS participants and Canadian registered holders will be unable to trade their shares on AIM and their holdings will remain on the Canadian register.

If a shareholder on the Canadian branch register does not activate a move to the UK branch register by March 12, 2013 (by instructing their broker to do so), their Canadian share positions will be cancelled and their Mariana shares will be moved to an "issuer-sponsored" holding on the UK branch register. Shareholders whose shares are moved to the UK issuer-sponsored holding will be sent an issuer-sponsored holding statement, either through their broker (which will automatically be the case for those shareholders who do not instruct their broker by the deadline referred to above) or directly.

Shareholders on the Canadian branch register are encouraged to contact Computershare, the Company's Canadian share registry for any information: The Global Transaction Unit at 1-781-575-4086 or toll free in Canada and the US on 1-866-277-2086.

Mariana maintains a comprehensive website (www.marianaresources.com) whereby activities of the Company are updated regularly with all announcements. The Company will continue to update shareholders on the current activities of the company via its website and will be lodging on AIM all financial reports as required by the AIM rules for Companies. These financial reports will also be made available on the Company's website.

Revised Exploration Strategy

As outlined in previous news releases (31/1/13 and 19/10/12), exploration focus has shifted away from Santa Cruz Province in southern Argentina to the Condor del Oro property in northern Peru. This is the direct result of three key factors: the increased potential for a significant gold/copper discovery at Condor del Oro, the negative investor sentiment surrounding both the exploration for, and the development of, mineral deposits in Argentina, and the difficult market conditions overall for junior exploration companies.

-- At Condor del Oro, the Company has the right to an earn-in to a 51% undivided interest (see release dated 4/10/12). The property is drill ready subject to issuance of the permit to begin exploration activities with drilling anticipated in the first six month of 2013. Positive drill results will potentially leverage the Company's share price and could facilitate funding for ongoing drilling.-- Regarding Argentina, in 2012 Mariana achieved excellent regional targeting results with some significant assays being reported from the new Los Cisnes discovery as well as the district surrounding Las Calandrias at Bozal (see news releases 21/11/12 and 28/11/12). Unfortunately, these results did not achieve significant share price uplift which was likely hampered by the negative investor sentiment towards Argentina.



In summary, shifting the main focus of exploration efforts to the Condor del Oro project in Peru should mitigate this and allow for exploration success to drive the Company's share price whilst allowing for continued target definition in Argentina at the Los Cisnes and Bozal Projects including the potential to crystallise value with some of our more advanced projects.

Board Restructure

The decision to delist from the TSX, the refocus of exploration activities, plus the need to further address the Company's overhead structure, form the basis for the significant management changes to implement this strategy. The following changes take effect immediately:

-- John Horsburgh will step down from Executive Chairman to Non Executive Chairman, but will continue to provide technical consulting on an ongoing basis.-- Glen Parsons previously Chief Financial Officer will assume the role of Chief Executive Officer to manage, market and deliver this focused strategy.-- Ray Angus will step down as Executive Director and Chief Operating Officer to become the Peru domiciled Country Manager under a benchmarked and defined performance driven consulting contract designed to deliver a significant company-making resource within two years.-- Eric Roth will remain as Non Executive Director, bringing with him strategic South American experience for Mariana.-- Chris Mitchell will remain as Non Executive Director pending the Company's transition back to the single (AIM) listing.-- Randy Turner will step down immediately as Non Executive Director.-- Sharon Cooper will assume the role of Chief Financial Officer.



Commenting today:

Chairman John Horsburgh said, "The decision to delist from the TSX, the refocus of exploration efforts and the Board and management changes are all designed to respond in a decisive and positive way to current market conditions which are affecting many junior explorers today. I fully endorse Glen Parsons in taking over the reins and managing Mariana. He has been performing this task in tandem with me for the last two years. Also, Ray Angus' new position as Peru Country Manager overseeing the Condor del Oro Project in Peru is a very positive move. Fortunately Mariana has an excellent project base and I believe the Company is well placed to move to the next level."

Newly appointed CEO Glen Parsons said, "The above decisions by the Board position Mariana for greater share price leverage in anticipation of future exploration success. I believe that Mariana is well poised for 2013 with its exciting diversified asset base and aligned streamlined teams focusing on delivery. The Peruvian initiative and Ray Angus' decision to deliver this managed strategy in-country, are extremely positive for Mariana, given his previous success. I look forward to managing the next phase of Mariana on behalf of the Board and building on the successes of the Mariana team, lastly I would to thank John and the rest of the Board for their continued support."

For further information please visit website at www.marianaresources.com.

About Mariana Resources

Mariana Resources Ltd is an AIM and TSX quoted exploration and development company with an extensive portfolio of gold, silver and copper projects in South America. In Peru, Mariana has an option to earn a 51% interest in highly prospective copper-gold and copper-silver porphyry targets in the Cordillera del Condor of northern Peru.

In southern Argentina, the Company's core gold-silver projects are Las Calandrias (100%), Sierra Blanca (100%), Los Cisnes (100%), Bozal (100%) and Los Amigos JV (30%). These projects are part of a 200,000+ Ha land package in the Deseado Massif epithermal gold-silver district in mining-friendly Santa Cruz Province. On 19 December 2011, Mariana announced that AngloGold had completed a strategic placement whereby AngloGold was issued 45,000,000 shares in Mariana at a price of 12 pence per share. AngloGold has the right to maintain its equity of 19.9% in Mariana in further issues by Mariana.

Safe Harbour

This press release contains "forward-looking information" within the meaning of Canadian securities legislation ("forward-looking statements"). These forward-looking statements are made as at the date of this press release and include, without limitation, statements regarding discussions of future plans, the realization, cost, timing and extent of mineral resource estimates, estimated future exploration expenditures, costs and timing of the development of new deposits, success of exploration activities, permitting time lines, and requirements for additional capital. The words "plans", "expects", "budget", "scheduled", "estimate", "forecasts", "intend", "anticipate", "believe", "may", "will", or similar expressions or variations of such words are intended to identify forward-looking statements. Forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause actual results to vary materially from those expressed or implied by such forward-looking statements, including, but not limited to: the effects of general economic conditions; the price of gold and silver; misjudgments in the course of preparing forward-looking statements; risks associated with international operations; the need for additional financing; risks inherent in exploration results; conclusions of economic evaluations; changes in project parameters; currency and commodity price fluctuations; title matters; environmental liability claims; unanticipated operational risks; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or in the completion of development or construction activities; political risk; and other risks and uncertainties described in the Company's annual information form and MD&A for the most recently completed financial year available on SEDAR. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions and have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking statements. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements. We do not undertake to update any forward-looking statements, except in accordance with applicable securities laws.

Incorporated in Guernsey registered number 44276.

NEITHER THE TSX NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE.



Contacts:
In Australia:
Mariana Resources Ltd
John Horsburgh
Chairman
+61 2 94374588

Mariana Resources Ltd
Glen Parsons
CFO
+61 2 94374588

RFC Ambrian Limited (Nomad)
Rob Adamson
+61 2 9250 0041

RFC Ambrian Limited (Nomad)
Will Souter
+61 2 9250 0050

In U.K.:
RFC Ambrian Limited (Co UK Broker)
Klara Kaczmarek
+44 20 7634 4725

Fox Davies Capital (Co UK Broker)
Jonathan Evans
+44 20 3463 5000

In Canada:
Mariana Resources Ltd (Vancouver Office)
Kathryn Witter
+1 604 669 9336
www.marianaresources.com





Source: Marketwire


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