REG-Uruguay Mineral Exploration Inc Uruguay Mineral Exploration and Fortune Valley Announce Proposed Business Combination

* Reuters is not responsible for the content in this press release.

Mon Nov 9, 2009 2:00am EST

http://www.businesswire.com/news/home/20091108005063/en

MONTEVIDEO, Uruguay--(Business Wire)--


Uruguay Mineral Exploration Inc. ("UME" or Company") (TSX VENTURE:UME)
(LSE:UGY), and Fortune Valley Resources Inc. ("Fortune Valley") (TSX Venture
Exchange: FVX) announce today that on November 8, 2009 they signed a definitive
arrangement agreement (the "Arrangement Agreement") to combine their respective
businesses (the "Transaction"). In connection with the Transaction, UME has
agreed to acquire all of the issued and outstanding common shares of Fortune
Valley. The Transaction will be structured as a Plan of Arrangement between UME,
a wholly-owned subsidiary of UME and Fortune Valley. A copy of the Arrangement
Agreement will be available on SEDAR www.sedar.com. The Arrangement Agreement
replaces the letter of intent that was previously announced by the Company on
October 5, 2009. 

Compelling Business Combination

On completion of the Transaction, the combined companies will move towards both
companies` strategic objective of creating a more significant Latin American
focused gold producer with:

* UME`s gold production profile of at least 190,000 ounces over the four years
to May 31, 2013 from open pit operations at the San Gregorio mine in Uruguay
with the potential to significantly improve this profile and reduce cash costs
with the development of the Arenal Deeps underground deposit. 
* Fortune Valley`s optioned Pantanillo property in the Maricunga Belt in Chile
from a subsidiary of Anglo American Plc. Historical drilling has identified a
potential mineral deposit on this property as announced by Fortune Valley in a
news release dated October 5, 2009. A planned exploration and development
program targeting the definition of a NI43-101 compliant mineral resource is
expected to commence within three months of closing of the Transaction with the
objective of creating a second production asset for the group. 
* Further growth potential from the combined group`s exploration portfolio in
Chile and Uruguay including the Anillo project in Northern Chile which is along
strike from the El Peñón mine operated by Yamana Gold Inc. 
* The combined group would have no debt and no hedging, with approximately $US 8
million of cash.

David Fowler, Chief Executive Officer of UME stated: "We are pleased to have
signed this agreement with Fortune Valley and expect to complete the Transaction
in December 2009. The Transaction combines UME`s production profile with Fortune
Valley`s development and exploration projects and is expected to put the
combined companies on a renewed growth path". 

Highlights of the Transaction

The acquisition will be satisfied through the issue of common shares in UME at
an exchange ratio of 0.4534 of a UME share and $C 0.001 for every one Fortune
Valley share, representing a purchase price of approximately $C 0.23 per Fortune
Valley share valuing Fortune Valley at approximately $C 8 million. 

Following the Transaction, UME would have approximately 64.5 million common
shares issued and outstanding, with former Fortune Valley shareholders holding
UME common shares representing approximately 25% of the issued and outstanding
common shares of UME. Fortune Valley would be a wholly owned subsidiary of UME. 

The Transaction was unanimously approved by the boards of directors of UME and
Fortune Valley. The current CEO of UME, Mr. David Fowler, will remain CEO of UME
and the Board of UME will remain unchanged. The directors and officers of
Fortune Valley will resign on closing of the Transaction and will be replaced by
nominees of UME. Blackmont Capital Inc. has advised to the board of directors of
Fortune Valley that, subject to final documentation, the proposed Transaction is
fair, from a financial point of view, to Fortune Valley shareholders. 

The Arrangement Agreement includes a commitment by Fortune Valley not to solicit
or initiate discussions concerning alternative transactions. Fortune Valley has
agreed to pay a break fee of US$ 300,000 in certain circumstances related to a
superior proposal. 

Closing

Completion of the Transaction is expected to occur before December 31, 2009, and
is subject to customary conditions, including the receipt of regulatory and
court approvals and the approval of the Transaction by Fortune Valley
shareholders at a special meeting of shareholders called for such purpose to be
held on or about December 11, 2009. UME shareholders are not required to vote on
the transaction. 

Certain Directors of Fortune Valley, holding approximately an aggregate of 30%
of its outstanding common shares, have agreed to vote their shares in favour of
the Transaction. 

There can be no assurance that the Transaction will be approved by Fortune
Valley shareholders or that any transaction will be completed as a result of the
execution of the Arrangement Agreement. 

Qualified Persons Statements

The information presented in this press release on UME assets has been reviewed
and verified for compliance with NI 43-101 by Mr George Schroer, Vice President
Exploration and a Certified Professional Geologist (CPG 10891). Information on
the potential mineral deposit quoted by Fortune Valley have not been reviewed
sufficiently by Mr. Schroer to qualify as a mineral resource for UME and the
information should not be treated as reliable until further qualifying work has
been completed. Mr Schroer is the Qualified Person for the purposes of the AIM
Guidance Note on Mining Companies dated March 2006. Mr Schroer has a Masters of
Science in Geology from Colorado State University and is a member of SEG and
AIPG. He has over 20 years of international experience in exploration. 

Forward-Looking Information

Cautionary Note: This news release contains "forward looking information" within
the meaning of the Canadian securities legislation. Forward looking information,
includes but is not limited to, information concerning the proposed business
combination between UME and Fortune Valley and matters relating there to
remaining production profile at San Gregorio, production rates at San Gregorio,
the development of the Pantanillo and Anillo properties and 43-101 resource
calculations at Pantanillo. Generally forward looking information can be
identified by the use of forward looking terminology such as "plans", "expects",
"or does not expect", "is expected", "budget", "scheduled", "estimates",
"forecasts", "targets", "intends", "anticipates", "does not anticipate" or
variations of such words or phrases or statements that certain actions, events
and results "may", "could", "would", "might", "will be taken", "occur" or will
be achieved. Forward looking information is based on the opinions of management
at the dates that the information are made, and is based on a number of
assumptions and is subject to a variety of risks and uncertainties and other
factors that could cause actual events or results to differ materially from
those projected in the forward looking information. Assumptions upon which such
forward-looking information is based include, without limitation, that the
shareholders of Fortune Valley will approve the transaction, that all required
third party regulatory and governmental approvals to the transaction will be
obtained and all other conditions to completion of the transaction will be
satisfied or waived. Many of these assumptions are based on factors and events
that are not within the control of UME or Fortune Valley and there is no
assurance they will prove to be correct. Factors that could cause actual results
to vary materially from results anticipated by such forward-looking information
include changes in market conditions, variations in ore grade or recovery rates,
risks relating to international operations, fluctuating metal prices and
currency exchange rates, changes in project parameters, the possibility of
project cost overruns or unanticipated costs and expenses, labour disputes and
other risks of the mining industry, failure of plant, equipment or processes to
operate as anticipated, permitting and land access time lines, development plans
being more time consuming or costly than expected as well as those risk factors
discussed in the Management Discussion and Analysis and Annual Information Form
for the year ended May 31 2009 for UME and December 31, 2008 for Fortune Valley
available at www.sedar.com. Although UME and Fortune Valley have attempted to
identify important factors that could cause actual actions, events or results to
differ materially from those described in forward-looking information, there may
be other factors that cause actions, events or results not to be anticipated,
estimated or intended. There can be no assurance that forward-looking
information will prove to be accurate, as actual results and future events could
differ materially from those anticipated in such information. UME and Fortune
Valley undertake no obligation to update forward-looking information if
circumstances or management's estimates or opinions should change except as
required by applicable securities laws. The reader is cautioned not to place
undue reliance on forward-looking information.

Additional information about UME is available at www.uruguayminerals.com

Additional information on Fortune Valley is available at
www.fortunevalleyresources.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term
is defined in the policies of the TSX Venture Exchange) accepts responsibility
for the adequacy or accuracy of this release. 

Editors` note: Uruguay Mineral Exploration Inc. is a gold producer and
exploration company focused on identifying and developing mineral opportunities
in Latin America. UME is a fully integrated mining company, possessing the
skills necessary to explore and develop its discoveries. The Company operates
the only producing gold mine in Uruguay (San Gregorio), and is also the leading
mineral exploration company in Uruguay having assembled an exploration portfolio
based on gold, base metals and diamond prospects. 

Uruguay Mineral Exploration Inc. is quoted in Canada (TSXV) and London (AIM) and
Matrix Corporate Capital LLP is its Nominated Adviser and Broker.

 CONTACT:    Uruguay Mineral Exploration Inc     
             David Fowler, CEO, 598 2 6016354    
             urumin@ume.com.uy                   
             or                                  
             Matrix Corporate Capital LLP        
             Louis Castro, +44 (0) 203 206 7209  
             Tim Graham, +44 (0) 203 206 7206    


Uruguay Min. Explor. 

Copyright Business Wire 2009

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