Aston Bay Meets First Condition Precedent of Mou


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TSX.V:BAY
06/26/2014 [ACCESSWIRE]

Vancouver, British Columbia / ACCESSWIRE / June 26, 2014 / Aston Bay Holdings Ltd. (TSX-V: BAY) ("Aston Bay" or the "Company") today announced that it has now met the conditions precedent of the recently announced Memorandum of Understanding ("MOU") with a wholly-owned subsidiary of Antofagasta plc ("Antofagasta") relating to an amendment to the underlying agreement with Commander Resources Ltd. ("Commander").

In order to accommodate the involvement of Antofagasta, Aston Bay and Commander have agreed to an amendment ("Amendment") to the Option Agreement that was signed in November 2011, as previously amended, relating to the Storm Project in Nunavut ("Option Agreement"). Aston Bay may now elect to exercise the buy-out option ("Buy-Out Option") in the Option Agreement for either CDN$15 million or 20% of Aston Bay's market cap, after the Company has exercised the First Option and earned 50.1% of the property. Aston Bay will have until December 31, 2016 to spend CDN$6 million in exploration on the property and to exercise the First Option. In recognition of the continuing difficult capital markets for funding of exploration projects, and the lack of adequate time to prepare for a large program in 2014, Commander accepts that the work program for 2014 will be primarily aimed at the setting up and positioning of equipment for a larger program in 2015.

"These changes give Aston Bay and Antofagasta time to prepare for an exploration program in 2015," said Benjamin Cox, President and CEO of Aston Bay. "We appreciate Commander's willingness to adjust the terms of the Option Agreement and their support of the MOU with Antofagasta."

In return for the accommodations that Commander has made in the Amendment, and subject to the review and approval of the TSX Venture Exchange ("Exchange"), Aston Bay has agreed to accelerate the issuance of 500,000 First Option Consideration Shares of Aston Bay to Commander within 20 business days of the signing of the Amendment. Following receipt of these shares, Commander will hold a total of 3.7 million shares of Aston Bay.

In addition, Aston Bay and Commander have agreed to reduce the Area of Mutual Interest from five kilometres to two kilometres surrounding the outermost boundary of the Property. Commander has also agreed that the MOU between Aston Bay and Antofagasta does not breach any of the terms of the Option Agreement.

About Aston Bay Holdings

Aston Bay Holdings Ltd. (TSX-V: BAY) is a publicly traded mineral exploration company focused on the 345,033-acre Storm Property located on northwest Somerset Island, Nunavut ("Storm"). The property hosts the Storm Copper and Seal Zinc prospects. In June 2014, Aston Bay signed a binding MOU with a wholly-owned subsidiary of Antofagasta plc to cooperatively advance the project. The MOU gives Antofagasta the opportunity to earn up to a 70% total interest in Storm, as well as a path to an eventual proposed joint venture, as described in Aston Bay's press release of June 18, 2014. Aston Bay holds the right to earn or buy up to a 100% undivided interest in the Storm Property from Commander Resources Ltd. (TSX-V: CMD).

On behalf of the Board of Directors,

Benjamin Cox, Chief Executive Officer

Telephone: (360) 262-6969

For further information about Aston Bay Holdings Ltd or this news release, please visit our website at www.astonbayholdings.com.

Neither the TSX Venture Exchange Inc. 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.

This news release contains certain statements that may be deemed "forward-looking statements". Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by law, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change. 

SOURCE: Aston Bay Holdings Ltd.  

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