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Angel Bioventures Announces Definitive Agreement with Huayra Minerals

Mergers & Acquisitions

ANGEL BIOVENTURES INC.

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES

ANGEL BIOVENTURES ANNOUNCES DEFINITIVE AGREEMENT WITH HUAYRA MINERALS

Vancouver, British Columbia – November 16, 2016, - Angel Bioventures Inc. TSX.V:DDD.H (“Angel” or the "Company") is pleased to announce that Angel and a wholly-owned subsidiary of Angel ("Angel AcquisitionCo) have entered into a definitive merger agreement dated November 15, 2016 (the "Merger Agreement") with Huayra Minerals Corp. (“Huayra”). Under the terms of the Merger Agreement, Huayra and Angel AcquisitionCo will amalgamate (the "Amalgamation") and the amalgamated company will become a wholly-owned subsidiary of Angel. Prior to the Amalgamation, Angel intends to re-name itself “AbraPlata Resource Corp.”.

The Amalgamation is an arm’s length Amalgamation and will constitute a “reverse takeover” pursuant to the policies of the TSX Venture Exchange (the “Exchange”). Subject to the fulfillment of conditions precedent of the Merger Agreement, and approval of the Exchange, closing is anticipated to occur in the fourth quarter of 2016.

About Huayra

Huayra was incorporated under the Business Corporations Act (British Columbia) on August 5, 2010 as Meryllion Minerals Corporation, a wholly-owned subsidiary of Meryllion Resources Corporation ("Meryllion"), a company listed on the Canadian Securities Exchange. In June 2015, Huayra changed its name to Huayra Minerals Corp. In July, 2016, Huayra became an independent company following the sale by Meryllion of all of the issued and outstanding shares of Huayra to a group led by Huayra's Argentina-based management team. Huayra is a mineral exploration and development company engaged in the acquisition, exploration and development of mineral resource properties in Argentina.

About Angel

Angel was incorporated under the Business Corporations Act (Alberta) on August 31, 1993 and, until 2007, carried on business as an oil and gas exploration and production company. In 2007, the Company filed for and obtained protection from its creditors under the Companies’ Creditors Arrangement Act (“CCAA”). As part of the CCAA proceedings, the Company sold all of its petroleum and natural gas properties and the net proceeds were used to repay the Company's creditors. The CCAA proceedings were concluded in 2009.

In September, 2015, the Company's shareholders approved a continuation of the Company's incorporation from the Province of Alberta to the Province of British Columbia (the "Continuation"). Implementation of the Continuation remains subject to the Company making application to the Alberta Registrar of Corporations and the British Columbia Registrar of Companies. Implementation of the Continuation is a condition precedent to the Amalgamation.

Silver Standard Transaction

On November 1, 2016, Huayra completed its acquisition of the Diablillos and M-18 projects in Salta and Chubut Provinces, Argentina from Vancouver-based Silver Standard Resources Inc. ("Silver Standard") pursuant to a purchase and sale agreement dated August 23, 2016. The purchase and sale agreement provides for the payment by Huayra to Silver Standard of consideration consisting of approximately U.S.$14 million payable over a five-year period, a 19.9% equity interest in Huayra and royalties in respect of the Diablillos and M-18 projects.

On November 1, 2016, Huayra paid approximately U.S.$300,000 to Silver Standard and issued Class B common shares of Huayra representing 19.9% of Huayra's issued and outstanding common shares. The cash consideration paid was funded by way of a loan from Angel to Huayra. To fund the loan to Huayra, Angel borrowed the sum of Cdn.$400,000 from an arm's length lender, which will be repaid from the proceeds of the Concurrent Financing (as defined below). As consideration for the loan, Angel agreed to issue share purchase warrants exercisable for two years to purchase up to 1,600,000 Angel post-Subdivision (as defined below) common shares at Cdn.$0.25 per share. The warrants vest upon the completion of the Amalgamation or following Exchange approval, whichever occurs first.

Amalgamation and Related Transactions

Prior to the implementation of the Amalgamation, Angel will complete the Continuation from Alberta to British Columbia and will then subdivide its common shares on the basis of one old common share for five new common shares (the “Subdivision”). Following the Subdivision, it is expected that Angel will have approximately 5,944,220 common shares issued and outstanding.

Subject to the fulfillment or waiver of all conditions precedent under the Merger Agreement, Angel, Angel AcquisitionCo and Huayra will implement the Amalgamation. Pursuant to the Amalgamation, Huayra and Angel AcquisitionCo will amalgamate and the amalgamated company will become a wholly-owned subsidiary of Angel and Angel will acquire all of the 40,388,565 Class A common shares of Huayra that are expected to be issued and outstanding immediately prior to the implementation of the Amalgamation in exchange for a like number of post-Subdivision common shares of Angel at a deemed issue price per share of not less than Cdn.$0.25. It is expected that, upon completion of the Amalgamation, Angel will have approximately 52,332,785 common shares outstanding (which will include the common shares to be issued in the Concurrent Financing described below) and that Angel's largest shareholder will be Silver Standard, holding 19.9% of Angel's issued and outstanding common shares.

In connection with the Amalgamation, the Company, as it will exist following the Amalgamation, (the "Resulting Issuer") intends to rename itself "AbraPlata Resource Corp." and will carry on the current business of Huayra. In this regard, the Resulting Issuer will enter into an agreement with Silver Standard providing for the Resulting Issuer's assumption of all of Huayra's obligations to Silver Standard in connection with the acquisition of the Diablillos and M-18 projects. Such obligations include, but are not limited to, Silver Standard’s right to:

  • a free carried equity interest in the Resulting Issuer until the completion of a public offering of U.S.$5.0 million or more;
  • participate in future equity financings to maintain its ownership level in the Resulting Issuer for as long as Silver Standard continues to hold not less than ten percent of the then issued and outstanding shares of the Resulting Issuer on a non-diluted basis;
  • receive cash payments of approximately U.S.$1.5 million over the first two years and U.S.$12.5 million over the following three to five years; and
  • a 1.0% net smelter returns royalty on production from each of the projects.

The implementation of the Amalgamation is subject to a number of conditions, including but not limited to, the completion of the Continuation and the Subdivision, completion of the Concurrent Financing, approval of the Amalgamation by the board of directors and security holders of Angel, Angel AcquisitionCo and Huayra, to the extent required, and regulatory approval, including approval of the Exchange. The Amalgamation cannot close until the requisite approvals are obtained. There can be no assurance that the Amalgamation will be completed as proposed, or at all.

Huayra and Angel are at arm's length to one another.

The Resulting Issuer proposes to list as a Tier 2 Mining Issuer on the Exchange.

Change of Management and Directors

Upon the Amalgamation becoming effective, it is anticipated that Angel’s current management will resign and that Huayra will appoint new officers satisfactory to the Exchange to manage the business of the Resulting Issuer. The board of directors of the Resulting Issuer will also be reconstituted to comprise five directors, consisting of three individuals selected by Huayra (including one individual designated by Silver Standard), one individual selected by Angel and one individual to be selected by mutual agreement of Huayra and Angel. The following individuals are expected to comprise the board of directors and senior officers of the Resulting Issuer:

Hernan Zaballa – Executive Chair and Director

Hernan Zaballa is a senior partner at Zaballa Carchio Abogados in Buenos Aires, Argentina. He was formerly a director of the Argentine subsidiaries of Barrick, Peñoles, Northern Orion, Newcrest, and Polimet/Yamana, as well as Vice President of Pan American Silver’s Argentine subsidiaries. Mr. Zaballa was admitted to the Bar in 1989, and practices in the areas of Energy and Natural Resources (Mining and Oil & Gas) as well as in Administrative and Regulatory Law. In addition to memberships in the Buenos Aires Bar Association and the International Bar Association, he is a member of the Rocky Mountain Mineral Law Association and the Prospectors and Developers Association of Canada. He also teaches law at the Universidad del Museo Social Argentina where he is Professor of Rural, Mining and Environmental Law.

Eduardo Perlicz – Director

Eduardo Perlicz is an independent advisor and financial consultant with extensive contacts in Latin America. He has over 30 years’ experience in the mining business with expertise in trading, mining and metals, investment banking, and project financing. He specialized in mining and refining for Latin America at Goldman Sachs, and was general manager for metals in the Americas for Barclays Bank; in addition, he was in charge of precious metals trading for South America at Mase Westpac of New York. He has served as an independent director of Bowmore Exploration Ltd, and serves as a member of the Advisory Board of UrAmerica PLC. Mr Perlicz obtained a Bachelor of Business Administration in 1972 from Baruch College , City University of New York (CUNY), in New York, majoring in Marketing and Management.

John DeCooman – Director

John DeCooman is Vice President, Business Development and Strategy of Silver Standard. His experience prior to joining Silver Standard in 2009 includes over 15 years of mining project finance and advisory responsibilities at Deutsche Bank, Bankers Trust and Standard Bank, as well as corporate positions in finance, business development and exploration. Mr. DeCooman holds a Bachelor of Science degree from The Pennsylvania State University and a Master of Science degree from the Colorado School of Mines.

David Doherty – Director

David Doherty brings over 20 years of investment and finance experience to the company. He is founder and president of Rockshield Capital, a diversified investment and venture capital firm that make early stage seed investments. Rockshield assists with financing, identifying acquisition targets, developing strategic plans and support operations and implementing exit strategies.

Mr. Doherty was previously an investment adviser with Canaccord Capital, Canada's largest independent securities dealer covering the North American capital markets specializing in developing, structuring and financing venture and growth companies in the resource sector. Mr. Doherty has sat on numerous boards including Organigram Holdings and presently is on the board of Saber Capital (to be re-named Emblem Cannabis). He holds a degree from Simon Fraser University, with a major in finance.

Willem Fuchter – President and Chief Executive Officer

Willem Fuchter has over 25 years of experience working in mines and exploration projects in Africa, Asia, North and South America, Europe, and the Middle East for both junior and major mining companies including Riofinex, Falconbridge Gold, Kinross, and Ivanhoe Mines. A longterm permanent resident of Argentina, Dr. Fuchter has run junior companies in Argentina, Peru, Ecuador, and Venezuela, being largely responsible for project generation, general exploration management, reserve and resource reporting, and fund raising activities. He has degrees from Rhodes University in South Africa and Queens University in Canada, and is a registered Professional Geoscientist in the Province of Ontario.

Zula Kropivnitski – Chief Financial Officer

Zula Kropivnitski has over ten years of international experience in the resource sector, having served as chief financial officer and director of several public companies. She has been involved in all areas of financial reporting, corporate finance, and related aspects of regulatory compliance. Ms. Kropivnitski received her Certified General Accountant professional accounting designation from the Certified General Accountants Association of British Columbia and later obtained her ACCA designation from the Association of Chartered Certified Accountants. She has Master of Mathematics and Master of Economics degrees in Russia.

Eugenio Ponte – Vice-President, Environment and Corporate Social Responsibility

Eugenio Ponte has been general manager of alluvial gold operations in northwestern Argentina. He identified, developed and put into production the Orosmayo and Tatiana projects in the Puna/Altiplano, and was responsible for all facets of those operations. Mr. Ponte has a degree in International Affairs and has been active in the mining industry in South America for the last 15 years, involved in Administration and Logistics and managing Community Relations and Environmental Issues. In addition, he has managed exploration programs in environmentally sensitive areas such as the Amazon Basin as well as the Altiplano/Puna regions of the Cordillera.

Karl Cahill – Vice-President, Investor Relations

Karl Cahill has spent the last 10 years in the United States working as a consultant to emerging public technology, biotechnology and resources companies. Mr. Cahill's career spans 17 years in the public markets. He has served in investor relations and corporate communications capacities for various public companies in Canada and the United States. Mr. Cahill did his undergraduate studies in Finance at the University of Westminster in London, England and has lived and worked in Europe, Asia and North America.

Cassandra Gee – Corporate Secretary

Cassandra Gee has been involved with public companies for over 10 years in administration, international finance and accounting. Ms. Gee is experienced in securities law and compliance with regulatory requirements for public companies.

Concurrent Financing

As a condition precedent to the Amalgamation, Angel will undertake a private placement of Angel equity securities (the "Concurrent Financing") to raise not less than Cdn.$1,500,000 for the Resulting Issuer to meet the initial listing requirements of the Exchange. The equity securities to be issued pursuant to the Concurrent Financing will consist of 6,000,000 subscription receipts at a price of not less than Cdn.$0.25 per subscription receipt.

Each subscription receipt will, subject to the prior implementation of the Amalgamation, be automatically converted, for no additional consideration, into one (1) Angel post-Subdivision Share. Prior to the implementation of the Amalgamation, the gross proceeds of the Concurrent Financing will be deposited in escrow. Upon implementation of the Amalgamation, the gross proceeds from the Concurrent Financing will be released from escrow to the Resulting Issuer. If the Amalgamation is not implemented on or before December 15, 2016 or such later date as the parties to the Merger Agreement otherwise agree and, as a result, the Merger Agreement is terminated, then the gross proceeds from the Concurrent Financing will be returned to the subscribers to the Concurrent Financing and the subscription receipts will be cancelled.

Sponsorship

The Company currently intends to apply for a waiver of the Exchange requirements for sponsorship. There is no assurance that the requested waiver of the Exchange requirements for sponsorship will be granted.

Trading of Angel’s common shares will remain halted until completion of the Amalgamation or until satisfactory documentation is filed with the Exchange.

A copy of the Merger Agreement will be filed and made available from the Company's profile on SEDAR (www.sedar.com).

ON BEHALF OF THE BOARD ANGEL BIOVENTURES INC.

Ken Ralfs President & Director

For further information concerning the Amalgamation and this press release, please contact

Ken Ralfs Hernan Zaballa President & Director Director Angel Bioventures Inc Huayra Minerals Corporation Tel: 780-466-6006 Tel: +54-11-4833-5403 E-mail: [email protected] E-mail: [email protected]

Neither TSX Venture Exchange nor its Regulations 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.

Completion of the Amalgamation is subject to a number of conditions, including regulatory approval including Exchange acceptance and shareholder approval. The Amalgamation cannot close until the required regulatory and shareholder approvals are obtained. There can be no assurance that the Amalgamation will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the Amalgamation, any information released or received with respect to the Amalgamation may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

The TSX Venture Exchange has in no way verified the merits of the proposed Amalgamation and has neither approved nor disapproved the contents of this press release.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.