TORONTO, Nov. 22, 2013 /CNW/ - Vena Resources Inc. (the "Company" or "Vena") (TSX: VEM) (Peru: VEM) (Germany: V1RA) ( USA: VNARF) announces that it has entered into a share purchase agreement with Azincourt Uranium Inc. (TSXV: AAZ) ("Azincourt") to sell the Company's 50% equity interest in Minergia S.A.C. ("Minergia"), a joint venture company owned by the Company and Cameco Global Exploration Ltd. ("CGE"), which owns and operates the Macusani and Muñani uranium projects in the Puno department of southeastern Peru.
Under the terms of the share purchase agreement, Azincourt will acquire Vena's 50% ownership in Minergia in exchange for a total consideration of $1,000,000, of which $750,000 will be payable in 2,525,252 common shares (the "Payment Shares") in the capital of Azincourt which number of common shares was determined based on the volume weighted average trading price of such common shares for the 10 days immediately prior to signing of the share purchase agreement, and $250,000 in cash on closing.
The closing of the purchase and sale transaction under the share purchase agreement is subject to a number of conditions, including the termination of its joint venture with Cameco Corporation and CGE and various related agreements with respect to Minergia, and the contemporaneous sale by CGE of its 50% interest in Minergia to Azincourt. The share purchase agreement also provides that Juan Vegarra, Vena's Chairman and CEO will be appointed as a director of Azincourt.
In a related transaction, CGE granted to the Company the right to purchase 100% of the common shares in the capital of Azincourt that it will receive as consideration for the sale of its interest in Minergia to Azincourt for a period of five months post the closing date at a price equal to the purchase price plus an amount equal to 50% of the positive amount, if any, by which the market price exceeds the purchase price.