/NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES OR DISSEMINATION
TO U.S. NEWS WIRE SERVICES./
TORONTO, Sept. 2, 2011 /CNW/ - EPM Mining Ventures Inc. (TSXV: EPK) ("EPM") announced that it has closed its previously announced private
placement to Gusiute Holdings (UK) Limited ("Gusiute"), an indirect wholly-owned subsidiary of Tata Chemicals Limited. EPM
issued to Gusiute one unit at a price of C$16,000,000, such unit
consisting of 8,000,000 voting common shares of EPM ("Common Shares") and 8,000,000 common share purchase warrants ("Warrants"). Each Warrant will entitle the holder to subscribe for one Common
Share at a price of $2.00 until September 2, 2012.
EPM has granted certain rights to Gusiute for so long as Gusiute and its
affiliates beneficially own, control or direct at least 15% of the
outstanding Common Shares, including, among other things:
for a period of five years from the Closing Date,
the right to designate a number of individuals (such number based on
Gusiute's and its affiliates' proportionate ownership of Common Shares)
to be nominated by EPM for election as directors of EPM, and
prospectus qualification rights under Canadian securities laws; and
for a period of 2 years from the Closing Date, a pre-emptive right to
maintain its pro rata interest in EPM.
Gusiute concurrently agreed: (i) to certain standstill restrictions for
a period of up to five years; (ii) until September 2, 2013, not to
transfer any securities of EPM except in certain limited circumstances;
and (iii) for the period ending on the date on which Gusiute, its
affiliates and other joint actors beneficially own, control or direct
more than 50% of the Common Shares, to vote, or cause to be voted, all
such Common Shares in favour of the nominees proposed by management of
EPM for election as directors of EPM.
Gusiute has also been granted the right to designate two individuals to
be nominated by EPM for election as directors of EPM (based on an
anticipated board size of 9 directors).
Two shareholders of EPM, Lance D'Ambrosio and Jeff Gentry, have also
sold to Gusiute an aggregate of 4,378,000 Common Shares at a price of $2.00 per share.
Assuming exercise by Gusiute of all of the Warrants and no conversion of
any other securities of EPM, there will be 121,225,889 Common Shares
outstanding of which Gusiute will own or control (directly or through
its wholly-owned subsidiary, Valley Holdings Inc.) 37,055,612 Common
Shares, representing 30.6% of the outstanding Common Shares.
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.
SOURCE EPM Mining Ventures Inc.
For further information:
Chief Executive Officer