Arian Silver Corporation: Proposed Share Consolidation, Mailing of Circular, Private Placement

LONDON, ENGLAND--(Marketwired - Jul 26, 2013) - Arian Silver Corp. (the "Company") (TSX VENTURE:AGQ)(AIM:AGQ)(FRANKFURT:I3A), a silver exploration, development and production company with a focus on projects in the silver belt of Mexico, provides an update today regarding a proposed share consolidation and capital raising.

Proposed share consolidation

The Board is convening a shareholder vote at the Company's upcoming general meeting on 29 August 2013 (the "2013 GM"), to effect a consolidation of all of the issued and outstanding common shares of the Company (the "Consolidation"), such that for up to every 10 common shares held, each shareholder would receive one common share upon completion of the Consolidation. A General Meeting of the Company's shareholders has been called for 29 August 2013 for the shareholders to consider and approve the share consolidation, and the Notice of General Meeting and management information circular, which will be sent to shareholders in due course.

Proposed Private Placement

The Company is also pleased to announce that it has appointed a North American based investment dealer, whose principals collectively have over 30 years of experience focused on the natural resource sector, as Agent in connection with an indicative term sheet for a private placement debt financing (the "Private Placement") for up to US$15 million of senior secured convertible notes (the "Notes"). The Notes are expected to mature twelve months from their date of issuance and will bear interest at an annual rate of 14% to be prepaid in full upon closing of the Private Placement.

The Notes are expected to be convertible, in whole or in part, at the option of the holder, at any time following the closing date and up to and including the maturity date into fully paid and non-assessable common shares in the capital of the Company (collectively the "Note Shares") at a price of CAD$0.11 which is a premium to the current market price. The Notes are expected to be secured on all or substantially all of the Company's and its subsidiaries' assets.

The Agent has received an expression of interest from a proposed subscriber that is expected to satisfy the entire Private Placement. The Private Placement is conditional upon receipt of TSXV approval and admission of the common shares to London's AIM. A four month hold period would apply to the Notes under applicable Canadian securities laws.

Assuming that all the regulatory conditions are satisfied, the proceeds from the Private Placement are intended to be used to acquire the El Boté processing plant, including transportation of plant to new site, refurbishment of plant, and new ground works at the site, mine expansion as well as for working capital and corporate purposes.

Jim Williams, Chief Executive Officer of Arian, commented today: "Upon the completion of this financing arrangement, Arian will be fully funded for at least 12 months over which it is intended to refurbish, transport and reassemble the El Boté custom processing plant. This processing plant has the capacity for processing up to 1,500 tonnes per day and is expected to provide significant cost savings from toll milling.

"The consolidation of shares in conjunction with the financing is intended to bring greater stability to the share price over the coming months."

Forward-Looking Information:

This press release contains certain "forward-looking information". All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, statements relating to the Company's anticipated plans to acquire, transport, refurbish, operate and finance the El Bote processing plant and planned mine expansion constitute forward-looking information). This forward-looking information reflects the current expectations or beliefs of the Company based on information currently available to the Company as well as certain assumptions (including that the Company will be able to obtain the necessary financing and that the proposed subscriber will complete the Private Placement). Forward-looking information is subject to a number of significant risks and uncertainties and other factors that may cause the actual results of the Company to differ materially from those discussed in the forward-looking information, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on the Company. Factors that could cause actual results or events to differ materially from current expectations include, but are not limited to, the failure to close the Private Placement and obtain the necessary financing to acquire the El Bote processing plant or to satisfy the other conditions precedent to the transaction as well as unexpected delays in completing the transportation and refurbishment of the El Bote processing plant which could lead to unexpected delays in the start of operations and delays in the Company's mine expansion plans.

Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) and no stock exchange, securities commission or other regulatory authority accepts responsibility for the adequacy or accuracy of this release nor approved or disapproved of the information contained herein.