Amazon announces acquisition of Brazilian ... - Verde Potash Plc

Amazon announces acquisition of Brazilian subsidiary Toucan
Monday, 13 April 2009 16:36
Amazon Mining Holding plc ("Amazon") (AMZ:"TSX-V") is pleased to announce that is has
reached an agreement in principle (the
"Agreement
" ), subject to
all required approvals, whereby Amazon will acquire all of the shares of Uaua Pesquisa Mineral
Ltda (
"Uau
a" ),
the wholly-owned Brazilian subsidiary of Toucan Metals Limited ("Toucan"), a privately-held
Ontario corporation (the
"Transaction"
).
Pursuant to the terms of the Agreement, Toucan will transfer all of its interest in Uaua to
Amazon for an aggregate purchase price of CDN$287,147, which will be satisfied by the
payment to Toucan of CDN $127,332 in cash consideration together with 853,712 common
shares of Amazon ("Amazon Shares").The Amazon Shares exchange ratio was based on the
20-day VWAP of CDN$0.1872 per share for the period ending March 27,2009.
The principal activity of Uaua is that of a mineral exploration company engaged in theacquisition
and development of base metals exploration properities in Brazil. Uaua currently holds a 100%
interest in thirty four exploration licences, which provide mining rights to copper or zinc or
vanadium on two properties in Brazil known as the "Tucano" and "Mimsos" projects.
Tucano Vanadium Project
The project is located in Bahia State approximately 277km southwest of Salvador City.
Vanadiumand uranium mineralization occur in the Mesozoic Sergi Formation of the Tucano
Basin, associated with organic-rich and green colored clay alluvial sandstones. The primary
mineral of interest is vanadium bearing oxides. Current Brazilian legislation establishes uranium
as a federal monopoly.
Mimoso Copper/Zinc Project
1 / 5

Amazon announces acquisition of Brazilian subsidiary Toucan
Monday, 13 April 2009 16:36
The project is located approximately 438km northwest of Salvador, Bahia State.
Goethite-hematite rich breccias with boxwork textures after sulfides are hosted by
meta-siltstones of the Mesoproterozic Cabocio Formation. The breccias display anomalous
values for zinc and copper. The analytical results of 24 grab samples returned seven values
ranging from 1010 ppm and 1775 ppm zinc. Values of up to 833 ppm copper have been
obtained as well.
The high zinc content in the breccias associated with the layers of fresh pyrite strongly suggest
that the breccias are the product of oxidation and weathering of zinc-rich (and possibly copper)
sulfide horizons. The prospectable trend in the southern limb of the Alegre Hill anticlinorium is
atleast 25 km in length. The nothern flank also contains the same breccias zones and merits to
be investigated in the field.
Special Committee
Given that the CEO (Cristiano Veloso) and two of the directors of Amazon (Simon Lawrence
and Kevin van Niekerk) are also directors of Toucan, are each shareholders of Amazon and
hold collectively approximately 19% of the shares of Toucan, a special committee consisting
solely of the independent directors of Amazon (Richard Topham and Dr. Getulio Lamartine de
Paula Fonseca) was formed by the board of directors at the beginning of the process to
consider, conduct appropriate due diligence and negotiate terms of the Transaction. The special
committee unanimously approved the Transaction at a Board of Directors meeting held on
March 27, 2009.
Closing of the Transaction is subject to approval of the TSX Venture Exchange, and the
approval of the shareholders of Toucan at a meeting scheduled to take place on April 30, 2009.
Independent Director Richard Topham said: "The genesis for this minimally dilutive transaction
stems from the common business activities of Toucan and Amazon: the two entities share
common country exposure, two Directors and a CEO, yet have separate target property
mandates in non-gold/base metals and gold/precious metals respectively and operate separate
exploration activities. Through this transaction, Amazon acquires the rights to grass roots, early
sate exploration assets of longer term merit, and expands its mandate into all metals and
commodities. Synergistic benefits will result from consolidating the combined Brazilian-based
operations and properities under one entity, one CEO and one Board of Directors. It is expected
that day-to-day corporate operating costs will not increase materially which corresponds with
2 / 5

Amazon announces acquisition of Brazilian subsidiary Toucan
Monday, 13 April 2009 16:36
Amazon's stated mandate of cash preservation. The acquired assets and expanded mandate
represent strong opportunities for Amazon and provide additional means with which we can
enhance future shareholder value during turbulent economic times."
About Amazon
Amazon is listed on the TSX Venture Exchange and is a mineral exploration company engaged
in creating shareholder value via cost effectively advancing the Cerrado Verde Potash project
and the Madeira Gold project while diligently assessing additional value-adding opportunities.
Given the current and foreseeable uncertain economic climate, Amazon is preserving cash and
adopting a highly conservative and risk mitigating approach to opportunity assessment and
project development.
Competent Person
As required by Canadian National Instrument 43-101, Amazon's designated qualified person
required for review of the technical and scientific information herein contained is Dr. Joao
Batista G. Teixeira, Chief Geoscientist of the company.
On behalf of the Board of Directors of Amazon Mining Holding Plc,
Cristiano Veloso, President & Chief Executive Officer
For additional information please contact:
Cristiano Veloso, President & Chief Executive Officer
3 / 5

Amazon announces acquisition of Brazilian subsidiary Toucan
Monday, 13 April 2009 16:36
Tel: +44(0)20 8133 7607;Fax: +44(0)20 7405 777; Email: cv@amazonplc.com
OR
Jed Richardson, VP Corporate Development
Tel: +1(416) 866-2966; Fax: +1(416) 967-9393; Email: jed@amazonplc.com
www.amazonplc.com
Cautionary Language and Forward Looking Statements
THE TSX VENTURE EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE
ADEQUACY OR ACCURACY OF THIS RELEASE AND THE INFORMATION CONTAINED
HEREIN. THIS PRESS RELEASE CONTAINS CERTAIN “FORWARD LOOKING
STATEMENTS”, WHICH INCLUDE BUT IS NOT LIMITED TO, STATEMENTS WITH
RESPECT TO THE FUTURE FINANCIAL OR OPERATING PERFORMANCE OF THE
COMPANY, ITS SUBSIDIARIES AND ITS PROJECTS, STATEMENTS REGARDING USE OF
PROCEEDS, EXPLORATION PROSPECTS, IDENTIFICATION OF MINERAL RESERVES,
COSTS OF AND CAPITAL FOR EXPLORATION PROJECTS, EXPLORATION
EXPENDITURES, TIMING OF FUTURE EXPLORATION AND PERMITTING,
REQUIREMENTS FOR ADDITIONAL CAPITAL, GOVERNMENT REGULATIONS OF MINING
OPERATIONS,ENVIRONMENTAL RISKS,RECLAMATION EXPENSES, TITLE DISPUTES OR
CLAIMS, AND LIMITATIONS OF INSURANCE COVERAGE. FORWARD LOOKING
STATEMENTS CAN GENERALLY BE IDENTIFIED BY THE USE OF WORDS SUCH AS
“PLANS”, “EXPECTS”, OR “DOES NOT EXPECT” OR “IS EXPECTED”, “ANTICIPATES” OR
“DOES NOT ANTICIPATE”, OR “BELIEVES”, “INTENDS”, “FORECASTS”, “BUDGET”,
4 / 5

Amazon announces acquisition of Brazilian subsidiary Toucan
Monday, 13 April 2009 16:36
“SCHEDULED”, “ESTIMATES” OR VARIATIONS OF SUCH WORDS OR PHRASES OR
STATE THAT CERTAIN ACTIONS,EVENT, OR RESULTS “MAY”, “COULD”, “WOULD”,
“MIGHT”, OR “WILL BE TAKEN”,“OCCUR” OR “BE ACHIEVED”. FORWARD LOOKING
STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS,UNCERTAINTIES AND OTHER
FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS,PERFORMANCE OR
ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM ANY
FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY
SAID STATEMENTS. THERE CAN BE NO ASSURANCES THAT FORWARD-LOOKING
STATEMENTS WILL PROVE TO BE ACCURATE, AS ACTUAL RESULTS AND FUTURE
EVENTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN SAID
STATEMENTS. ACCORDINGLY, READERS SHOULD NOT PLACE UNDUE RELIANCE ON
FORWARD-LOOKING STATEMENTS.
Readers are cautioned not to rely solely on the summary of such information contained in this
release and are directed to the complete set of drill results posted on Amazon’s website (www.a
mazonplc.com
) and filed on SEDAR (
www.sedar.com
) and any future amendments to such. Readers are also directed to the cautionary notices and
disclaimers contained herein.
5 / 5