Pachamama Resources Ltd. ("Pachamama", PMA TSX.V) and Regulus Resources Inc. ("Regulus", REG TSX.V) are pleased to announce, further to the press release dated February 8, 2012, the signing of an arrangement agreement dated February 22, 2012 (the "Arrangement Agreement") that provides for a merger of the two companies (the "Merger"). Pachamama and Regulus each own a 50% interest in the Rio Grande copper-gold porphyry project in Salta Province, Argentina.
The Arrangement Agreement provides that the Merger will be based on the relative valuations of Pachamama and Regulus as agreed to by management of the two companies. Most of the value of each company is derived from its respective 50% interest in the Rio Grande project. The parties have confirmed an exchange ratio of 0.815 shares of Regulus for each share of Pachamama.
Pachamama Board Approval and Fairness Opinion
The approval of Pachamama shareholders will be required as a condition to completing the Merger. Shareholders will be asked to approve the Merger at a meeting (the "Meeting") to be held on or about April 30, 2012. Based on a number of factors, including receipt of a verbal fairness opinion from Raymond James Ltd. that the Merger is fair, from a financial point of view, to Pachamama shareholders, the Board of Directors determined that the Merger was in the best interests of Pachamama and recommends that Pachamama shareholders vote in favour of approving the Merger at the Meeting.
Subject to all required shareholder, court, TSX Venture Exchange and regulatory approvals, closing of the Merger is expected to occur shortly after the Meeting, but no later than May 31, 2012.
Each of the directors and officers of Pachamama have entered into lock-up agreements to irrevocably support the Merger, which represent 15% of the issued and outstanding shares of Pachamama.
About Pachamama Resources Ltd.
Pachamama is a mineral exploration company which was formed in October 2008 as a spin-out from Mansfield Minerals Inc (MDR TSX:V). The principle asset of the company is its 50% interest in the Rio Grande copper-gold porphyry project in Salta Province Argentina. The company has the same managemnt team as Mansfield Minerals Inc.
About Regulus Resources Inc.
Regulus is a mineral exploration company formed in December, 2010 in connection with the sale of Antares to First Quantum Minerals Ltd. (FM TSX). Regulus is currently exploring the Rio Grande copper-gold porphyry project in Salta Province of NW Argentina on a 50/50 joint-venture basis with Pachamama.
For Further Information, please contact:
Pachamama Resources Ltd.
John Leask, President
Phone : 604 681-4462
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