Strategic Investment by Melior Resources Inc in Asian Mineral Resources Limited
25 Juin 2012 - 2:50PM
PR Newswire (Canada)
TORONTO, June 25, 2012 /CNW/ - Asian Mineral Resources Limited
("AMR") and Melior Resources Inc. ("Melior") announced today that
they have agreed to a strategic investment whereby Melior will
provide equity funding of CDN$5,500,000 to AMR (the "Strategic
Investment"). The cash from the Strategic Investment will be used
by AMR to fund capital expenditure to bring the Ban Phuc Nickel
Project into commercial production which is expected to occur by
June 2013. This transaction follows the recent private placement by
Pala Investments Holdings Ltd. ("Pala") in AMR which successfully
closed on May 25, 2012. To implement the Strategic Investment, AMR
and Melior have entered into a subscription agreement (the
"Subscription Agreement") whereby Melior will, subject to the
satisfaction of certain conditions, purchase 50,000,000 common
shares at CDN$0.11 per AMR share for total consideration of
CDN$5,500,000. Following the completion of this transaction, Melior
will own 13.8% of AMR's outstanding common shares on an undiluted
basis. Melior will also have the right to designate one nominee to
be appointed to the Board of Directors of AMR pursuant to an
Investor Rights Agreement. The terms of the Strategic Investment
were considered and recommended by the respective special
committees of independent directors of Melior and AMR established
to evaluate strategic transactions. The transaction has an outside
closing date of July 31, 2012 and is subject to obtaining required
TSX Venture Exchange approval. The Subscription Agreement and the
Investor Rights Agreement will be posted on SEDAR at www.sedar.com.
Mr. James Askew, Director and Chair of the Special Committee of
AMR, stated, "AMR is pleased to secure further funding for the
development of the Ban Phuc Nickel Project from Melior. With the
additional capital, AMR has significantly strengthened its
financial position and will be able to remain focused on its
continuing investment in the Son La Province and completing
construction of the Ban Phuc Nickel Project. We are moving swiftly
to progress development and expect to bring the project into
commercial production within the next twelve months." Mr. Charles
Entrekin, Chairman and Chief Executive Officer, and Chair of the
Special Committee of Melior, stated: "Following Melior's
announcement on May 16, 2012 regarding our review of strategic
alternatives, we are pleased to be making this strategic investment
in AMR. This transaction will enable Melior to add value by
providing financial support for the Ban Phuc Nickel Project and
supporting the management of AMR with additional mining and
corporate finance expertise. We look forward to working closely
with the management of AMR to quickly realize the full potential of
the project. The Ban Phuc Nickel Project meets Melior's investment
criteria being a mining project in industrial metals that is
nearing commercial production with strong growth potential." Pala
is a significant shareholder of both companies owning 157,814,933
common shares of AMR (representing 43.7% of AMR's outstanding share
capital, on an undiluted basis after giving effect to this
transaction) plus 54,166,667 common share purchase warrants of AMR
(which if exercised, would bring its ownership interest in AMR to
51% on a partially diluted basis after giving effect to this
transaction) and 76,195,833 common shares of Melior (representing
43.9% of Melior's outstanding share capital, on an undiluted
basis). Forward-Looking Statements This press release includes
certain "Forward-Looking Statements." All statements, other than
statements of historical fact, included herein, including without
limitation, statements regarding completion of the transactions
described in this press release and the achievement of expected
benefits, potential mineralization and reserves, expected date of
commercial production of the Ban Phuc Nickel Project, exploration
results and future plans and objectives of AMR or Melior
respectively are forward-looking statements that involve various
risks and uncertainties. There can be no assurance that such
statements will prove to be accurate and actual results and future
events could differ materially from those anticipated in such
statements. Important factors that could cause actual results to
differ materially from AMR's and Melior's expectations are
disclosed, respectively, under the heading "Risk Factors" in AMR's
Annual Information Form dated April 27, 2012 and Melior's Annual
Information Form dated October 28, 2011 and elsewhere,
respectively, in AMR's or Melior's documents filed from
time-to-time on SEDAR. Forward‐looking statements are
qualified entirely by this cautionary statement and are given only
as at the date of this press release. AMR and Melior disclaim any
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by law. Neither TSX Venture Exchange 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. Melior Resources
Inc. CONTACT: Asian Mineral Resources LimitedPaula KemberChief
Financial OfficerTelephone: (416) 360-3412Melior Resources
Inc.Rishi TibriwalChief Financial OfficerTelephone: (416) 644-1217
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