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ETN Etna Resources Com Npv

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Share Name Share Symbol Market Type
Etna Resources Com Npv TSXV:ETN TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Etna Resources Inc. Announces Closing of Share Exchange Transaction and $2.95 Million Financing

07/12/2009 3:14pm

Marketwired Canada


NOT FOR DISTRIBUTION OR DISSEMINATION IN THE UNITED STATES OR TO U.S. NEWSWIRE
SERVICES


Etna Resources Inc. ("Etna") (TSX VENTURE:ETN) is pleased to announce that, on
December 4, 2009, it closed the share exchange transaction contemplated under
the Amended and Restated Securities Exchange Agreement dated September 18, 2009
(the "Agreement"), as amended, among Etna, Sociedad Gareste Limitada
("Gareste"), PGM International S.A. Cerrada ("PGM") and the shareholders of
South American Lithium Company S.A. Cerrada ("SALICO"). Simultaneously, Etna
closed a non-brokered unit private placement financing of $2,954,640.30 as
further described below.


Share Exchange Transaction

Following the closing of the Agreement, Etna acquired 99% of the shares of
SALICO in consideration for the issuance of 10,494,000 common shares in the
capital of Etna to the former shareholders of SALICO. SALICO holds concessions
and other interests in a total of nine lithium salars in Chile as set out in
Etna's press release dated October 29, 2009. The existing portfolio of rights in
the nine salars includes surface brine lakes or surface flow at Laguna Verde,
Lagunas Bravas and Rio Salado/Pedernales, and six additional lithium brine
projects, all located in the mineral-rich Atacama Region III. Etna filed a
National Instrument 43-101 compliant technical report for these lithium salar
projects in Chile (the "NI 43-101 Report") on November 13, 2009 which can be
viewed on SEDAR at www.sedar.com. Etna anticipates concentrating its initial
efforts on the brine lake at the Laguna Verde salar, which is the primary focus
of the NI 43-101 Report. The rights in these nine lithium salars cover a
cumulative area in excess of 11,700 hectares and an additional 1,500 hectares of
overstaked junior rights, all accessible via serviceable roads. It is believed
that the salars collectively carry the potential to host lithium in three
distinct brine types: surface water, shallow and deep brines. Etna issued
613,333 common shares to one finder in connection with the closing of the
Agreement, which shares are subject to a hold period expiring April 5, 2009.


Financing

On December 4, 2009, Etna closed a non-brokered unit private placement and sold
a total of 9,848,801 units at $0.30 per unit for gross proceeds of
$2,954,640.30. Each unit is comprised of one common share and one-half of one
common share purchase warrant. Each whole warrant entitles the holder to
purchase one additional common share at a price of $0.50 until expiry on June 4,
2011. Etna intends to use proceeds from the financing to carry out the
exploration program of its Chilean property interests as set out in the NI
43-101 report and for general working capital purposes.


Etna issued 782,836 warrants and paid cash of approximately $234,851 to finders
in connection with the closing of the financing. The number of warrants was
calculated as 8% of the number of units issued in the financing and the cash
payment was calculated as 8% of the gross proceeds of the financing. The
finder's warrants have the same terms as the warrants issued to subscribers in
the financing. The securities issued in the financing and to the finders are
subject to a hold period expiring April 5, 2009.


NSRs and Payments

In connection with the closing of the Agreement, SALICO granted a 2% net smelter
return royalty to Gareste on future production from seven salars, and a 2% net
smelter return royalty to PGM on one salar, payable following commencement of
commercial production to a maximum of US$6 million per salar. In addition, at
the Piedra Parada salar, where SALICO obtained only contractual rights to
exploit lithium and light metals, SALICO granted a 2% net smelter return royalty
to Gareste on the proceeds from the sale of lithium and light metals to a
maximum of US$6 million. Prior to commencement of commercial production at any
salar, SALICO may re-purchase one-half of each net smelter return royalty for
US$2 million on a per salar basis. SALICO is obligated to continue to pay
Gareste a payment of US$2,000 per month as a lease and rental remittance fee to
maintain the Piedra Parada concessions through the exploration stage, which
payments will increase to US$5,000 per month at such time as these concessions
are converted to exploitation status.


Change in Directors, Management and Office

On the closing date, Joseph Grosso resigned as President, Chief Executive
Officer and a director of Etna and Andrew A. Brodkey was appointed to such
positions. Mr. Brodkey, who is a mining engineer and a lawyer, is also currently
the President and Chief Executive Officer of Pacific Copper Corp. and Zoro
Mining Corp., both companies with a class of securities registered under the
United States Securities Exchange Act of 1934, with properties in Chile. Mr.
Brodkey previously worked in a senior executive position for BHP Billiton with a
focus on Latin American projects. Jerry A. Minni resigned as Corporate
Secretary. In addition to Mr. Brodkey, Jodi Henderson was appointed Corporate
Secretary and David Hackman was appointed Vice President - Exploration.


On the closing date, Etna changed its head office from Vancouver to Tucson,
Arizona located at 3040 North Campbell Ave., Suite 110, Tucson, Arizona 85719,
telephone: (520) 989-0020 fax: (520) 623-3326. Etna intends to maintain its
Vancouver office located at 200 - 551 Howe Street, Vancouver, British Columbia
V6C 2C2, telephone: (604) 683-8610 fax: (604) 683-4499. As the exploration
program on its Chilean property interests and administrative functions will be
coordinated out of the Tucson, Arizona office, proceeds from the financing were
wired to such office on closing.


ETNA RESOURCES INC.

Jerry A. Minni, Director & Chief Financial Officer

This press release contains projections and forward-looking information that
involve various risks and uncertainties regarding future events. Such
forward-looking information can include without limitation statements based on
current expectations involving a number of risks and uncertainties and are not
guarantees of future performance of the Company such as the statement that: (i)
the Company may concentrate on the Laguna Verde salar; and (ii) the belief that
the salars may carry the potential to host lithium in three distinct brines
types. There are numerous risks and uncertainties that could cause actual
results and the Company's plans and objectives to differ materially from those
expressed in the forward-looking information, including: (i) adverse market
conditions; (ii) a decrease in demand for and the price of lithium; (iii) risks
associated with title to property interests; (iv) political risks involving
Chile, including changes to legislation affecting mineral exploration and
development activities; and (v) general uncertainties with respect to mineral
exploration in general. Actual results and future events could differ materially
from those anticipated in such information. These and all subsequent written and
oral forward-looking information are based on estimates and opinions of
management on the dates they are made and are expressly qualified in their
entirety by this notice.


This news release does not constitute an offer to sell or a solicitation of an
offer to buy any of the securities in the United States. The securities have not
been and will not be registered under the United States Securities Act of 1933,
as amended (the "U.S. Securities Act"), or any state securities laws and may not
be offered or sold within the United States or to "U.S. Persons", as such term
is defined in regulations under the U.S. Securities Act, unless an exemption
from such registration requirements is available.


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