November 3, 2008
Duran Ventures and MacMillan Gold Completes Arrangement
George A. Brown, CEO of both Duran Ventures Inc. (TSX VENTURE: DRV) and MacMillan Gold Corp. (TSX VENTURE: MMG-Halted), is pleased to provide the following update on the Arrangement as fully described in the Joint Information Circular dated September 12, 2008 as filed on SEDAR.
The steps required to effect the closing process for the Plan of Arrangement as described in Schedule D to the Joint Information Circular were completed by October 31, 2008. MacMillan Minerals Inc. issued 31,027,375 common shares to MacMillan Gold in exchange for the transfer of assets and liabilities as described in Schedule K, Transfer Agreement, in the Joint Information Circular. MacMillan Gold have provided the shares to Equity Transfer & Trust Company to distribute to the shareholders of MacMillan Gold on the basis of one MacMillan Minerals share for each two MacMillan Gold shares. MacMillan Minerals now owns 100% of Exploracion Mac-Ore S.A. de C.V., the company which owns title to all Mexico exploration properties previously owned by MacMillan Gold. MacMillan Minerals intends to file a prospectus filing with the Ontario Securities Commission in November and apply for a TSX Venture listing.
MacMillan Gold then merged with Duran Resources ULC, a wholly owned subsidiary of Duran Ventures for the consideration of 31,027,375 Duran Ventures common shares which were delivered to Equity Transfer & Trust Company to distribute to the shareholders of MacMillan Gold on the basis of one Duran share for each two MacMillan Gold shares. Duran Ventures now has 58,861,518 shares issued and outstanding (Fully diluted 65,792,533). MacMillan Gold contributed $1,000,000 of cash, the defined Minimum Working Capital Requirement, and the remaining 50% ownership of Minera Aguila de Oro, the Peruvian company which owns title to the exploration properties in Peru including the Aguila Cu-Mo Project and the Pasacancha Ag-Au-Pb-Zn Project. Duran Ventures now owns 100% of these Peru properties with no underlying royalties.
Equity Transfer & Trust Company will distribute the shares of MacMillan Minerals and of Duran Ventures to the previous owners of MacMillan Gold shares. This will be done automatically for shares held beneficially through brokerage accounts. Shareholders with registered MacMillan Gold share certificates are required to complete a Transmittal Form and forward it to Equity Transfer & Trust with the original MacMillan Gold share certificates. A Transmittal Form was included in the mailing materials to all registered shareholders for the October 14, 2008 Special Meeting and is also available on SEDAR.
A Shareholder Rights Plan Agreement, subject to regulatory approval, was executed on October 31, 2008 between Duran Ventures and Equity Transfer & Trust Company. The plan was approved by Duran Ventures shareholders on October 14, 2008.
The continuance of the existing 10% rolling stock option plan as approved by Duran Ventures shareholders on October 14, 2008 was submitted to and approved by the TSX Venture. All outstanding MacMillan Gold stock options were converted to Duran stock options on October 31, 2008 on the basis of half the number exercisable at twice the price with no change to the original expiry dates. This resulted in the following Duran stock options:
337,500 stock options exercisable at $0.60 expiring April 13, 2009.
845,000 stock options exercisable at $0.74 expiring March 31, 2010.
162,500 stock options exercisable at $1.02 expiring September 28, 2010.
87,500 stock options exercisable at $1.20 expiring December 28, 2010.
500,000 stock options exercisable at $1.04 expiring April 4, 2011.
The shareholder approved continuance of Duran Ventures under the Canada Business Corporations Act was completed by October 31.
The Arrangement was subject to Court approval and TSX Venture final approval. The Final Order of the Court was issued on October 15, 2008 and approved completion of the Arrangement by October 31, 2008. The TSX Venture conditional approval was subject to completion of the Plan of Arrangement which is now complete. The TSX Venture final approval will be immediately sought and will result in the delisting of the shares of MacMillan Gold.
Duran Ventures Inc. and MacMillan Gold Corp .are Canadian resource companies listed on the TSX Venture Exchanges: Symbols "DRV"& "MMG".
The TSX Venture Exchange has not reviewed and accepts no responsibility for the adequacy or accuracy of this news release.
Contacts: Duran Ventures Inc. George A Brown CEO (416) 867-1101 (416) 867-1222 (FAX) Email: [email protected] MacMillan Gold Corp. George A Brown CEO (416) 867-1101 (416) 867-1222 (FAX) Email: [email protected]
SOURCE: Duran Ventures Inc. and MacMillan Gold Corp.