/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/
TSXV - CTM
OTCBB - CTMHF
Frankfurt - C8M
VANCOUVER, June 19 /CNW/ - Centrasia Mining Corp. ("Centrasia" or the
"Company") is pleased to announce that it has entered into an agreement with a
syndicate led by Canaccord Capital Corporation (the "Agents"), which have
agreed to sell on a commercially reasonable efforts basis, a private placement
of 9,250,000 subscription receipts (the "Subscription Receipts") at a price of
Cdn $1.20 per Subscription Receipt for aggregate gross proceeds of Cdn
$11,100,000 (the "Base Offering").
Each Subscription Receipt shall be deemed to be exchanged, without
payment of any additional consideration and subject to adjustment, for one (1)
common share of the Company (each an "Underlying Share") and one half of one
whole common share purchase warrant (each a "Warrant"). Each whole Warrant
will be exercisable into a common share at a price of $1.70 for a period of 36
months from the Closing Date.
The Subscription Receipts will be deemed to be exchanged on the earlier
to occur of: (i) the Escrow Release Time; and (ii) the Final Escrow Deadline,
as defined below respectively.
The Company also has agreed to grant to the Agents an option (the
"Agents' Option") to purchase up to an additional 1,250,000 Subscription
Receipts ($1,500,000), at the issue price per Subscription Receipt and on the
same terms and conditions as under the Base Offering, exercisable any time, in
whole or in part, up to 48 hours prior to the Closing Date (as defined below)
(together with the Base Offering, the "Offering"). If the Agents' Option is
exercised in full, the total gross proceeds to the Company will be Cdn
Centrasia plans to use the net proceeds of the Offering for the purchase
and advancement of the Nickel-Copper Projects in Russia (the "Acquisition"),
described in the Company's May 14, 2007 news release, and for general working
Upon the closing of the Offering, 100% of the gross proceeds of the
Offering shall be deposited in escrow (the "Escrowed Funds").
The Escrowed Funds will be released from escrow to the Company (after
deducting the Agents' Commission (as herein defined)) contemporaneously with
the closing of the Acquisition (the "Escrow Release Time"), provided that the
following conditions (the "Escrow Release Conditions") have been satisfied
before the Escrow Release Time:
a) all conditions precedent to the closing of the Acquisition shall have
been satisfied or waived to the satisfaction of the Agents, acting
b) to the extent required in accordance with the rules of the TSX
Venture Exchange, the Acquisition and the issuance of the Underlying
Shares and the Broker Warrant Shares pursuant to the Offering shall
have been approved by the shareholders of the Company; and
c) the TSX-V has granted conditional approval allowing the Company to
become a Tier 1 Issuer.
In the event that either (i) the Escrow Release Conditions are not
satisfied by the Escrow Release Time, or (ii) the closing of the Acquisition
does not occur on or before 45 days after the Closing Date (the "Final Escrow
Deadline"), the Escrowed Funds, plus any accrued interest earned thereon,
shall be returned pro rata to each holder of the Subscription Receipts.
Contemporaneously with the release of the Escrowed Funds to the Company,
(i) the Agents shall receive a cash commission equal to 7.5% (the "Agents'
Commission") of the aggregate amount of such released Escrowed Funds, (ii) the
Company shall issue to the Agents warrants (the "Broker Warrants") exercisable
to purchase that number of common shares of the Company which is equal to 8%
of the aggregate number of Subscription Receipts sold pursuant to the
Offering, with each Broker Warrant to be exercisable to acquire one (1) common
share of the Company (each a "Broker Warrant Share") at $1.50 at any time and
from time to time on or before the date which is 24 months after the release
from Escrow; and the Company will pay Canaccord a Corporate Finance Fee
payable in Units.
The Subscription Receipts will be offered in each of the provinces of
Canada, offshore jurisdictions, and in the United States on a private
placement basis to accredited investors. Subject to restrictions in respect of
sales from control blocks, the Subscription Receipts and the Underlying Shares
will be subject to a four month hold period in Canada and may be subject to
additional resale restrictions in jurisdictions outside of Canada.
The Offering is scheduled to close on or about July 5, 2007 (the "Closing
Date") and is subject to certain conditions including, but not limited to, the
receipt of all necessary approvals including the approval of the TSX Venture
Centrasia has arranged for Prussian Capital Corp., a company controlled
by Cary Pinkowski, a director of Centrasia, to lend US$500,000 to the target
company, with interest at 10% per annum, in order to pay for the cost of
on-going exploration work on the projects that Centrasia will be acquiring.
This loan will be repaid out of the Escrowed Funds once they are released from
the escrow. In consideration for providing this loan, the Company has agreed,
subject to regulatory approval, to issue 82,615 shares to Prussian Capital
Corp. as a bonus.
In consideration in part for Centrasia arranging this loan, the Share
Purchase Agreement referenced in the May 14th news release has been amended to
provide that, if the Company prepays US$1 million of the purchase price on or
before June 25, 2007, then no penalties will be payable by Centrasia to the
vendor if the transaction closes by July 5, 2007.
Centrasia is listed for trading on the TSX Venture under the symbol
"CTM", on the OTCBB under the symbol "CTMHF" and on the Frankfurt Exchange
under the symbol "C8M". To find out more about Centrasia Mining Corp., please
visit the company website at www.centrasiamining.com.
On behalf of the Board of Directors of
CENTRASIA MINING CORP.
President & C.E.O.
The TSX Venture Exchange does not accept responsibility for the adequacy
or the accuracy of this release.
Forward Looking Statements. This Company Press Release contains certain
"forward-looking" statements and information relating to the Company that are
based on the beliefs of the Company's management as well as assumptions made
by and information currently available to the Company's management. Such
statements reflect the current risks, uncertainties and assumptions related to
certain factors including, without limitations, competitive factors, general
economic conditions, customer relations, relationships with vendors and
strategic partners, the interest rate environment, governmental regulation and
supervision, seasonality, technological change, changes in industry practices,
and one-time events. Should any one or more of these risks or uncertainties
materialize, or should any underlying assumptions prove incorrect, actual
results may vary materially from those described herein.
This News Release is not intended for distribution in the United States.
For further information:
For further information: CENTRASIA MINING CORP., Suite 300, 1055 West
Hastings Street, Vancouver, BC, V6E 2E9, CANADA, Telephone: (604) 688-4110,
Fax: (604) 688-4169, Website www.centrasiamining.com