Completion of Previously Announced Acquisition of Shares of EPM Mining Ventures Inc.

TORONTO, Sept. 5, 2011 /CNW/ - This press release is issued by Gusiute Holdings (UK) Limited ("Gusiute"), an indirect wholly-owned subsidiary of Tata Chemicals Limited, pursuant to the early warning requirements of National Instrument 62-103 with respect to common shares ("Common Shares") of EPM Mining Ventures Inc. ("EPM"), a reporting issuer in certain jurisdictions in Canada. In accordance with such early warning requirements, Gusiute is required to report certain information in respect of its holdings of securities of EPM. As of the date hereof, the outstanding share capital of EPM consists of Common Shares and non-voting common shares ("Non-Voting Shares"), each of which is convertible into one Common Share subject to the terms and conditions thereof. EPM has advised Gusiute that, as of the date hereof, no Non-Voting Shares are outstanding.

Gusiute announced that it has closed the previously announced share purchase of 4,378,000 Common Shares (or approximately 4.2% of the outstanding Common Shares, without giving effect to the Subscription (as defined below) or to the exercise of the Warrants (as defined below) and assuming no conversion of any other securities of the Corporation) at purchase price of C$2.00 per share (the "Transfer") pursuant to a share purchase agreement dated August 23, 2011 with Lance D'Ambrosio and Jeff Gentry, founding shareholders of EPM. Upon the completion of the Transfer, Gusiute owned and controlled (directly or through its wholly-owned subsidiary, Valley Holdings Inc. ("VHI")) an aggregate of 21,055,612 Common Shares (or approximately 20.0% of the outstanding Common Shares, without giving effect to the Subscription or the exercise of the Warrants and assuming no conversion of any other securities of the Corporation).

Gusiute also announced that it has closed the previously announced purchase of one unit (the "Unit") of EPM at a purchase price of C$16,000,000 (the "Subscription") pursuant to a subscription agreement dated August 23, 2011 with EPM (the "Subscription Agreement"). The Unit consists of 8,000,000 Common Shares (or approximately 7.1% of the outstanding Common Shares as of the date hereof (without giving effect to the exercise of the Warrants and assuming no conversion of any other securities of the Corporation) and 8,000,000 common share purchase warrants (each, a "Warrant"). Each Warrant entitles the holder to subscribe for one Common Share at a price of C$2.00 per share until September 2, 2012, subject to anti-dilution adjustments (the 8,000,000 Common Shares underlying such Warrants represent approximately 6.6% of the outstanding Common Shares after giving effect to the exercise of the Warrants and assuming no conversion of any other securities of the Corporation).

In connection with the Subscription, Gusiute and EPM entered into a relationship agreement dated September 2, 2011 whereby EPM 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:

(i)  until September 2, 2016:
  (a)  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
  (b)  prospectus qualification rights under Canadian securities laws; and
(ii)  until September 2, 2013, 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 5 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. Based on its percentage ownership, Gusiute has 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).

A press release announcing the closing of the Subscription was issued by EPM on September 2, 2011.

Gusiute relied on the private agreement exemption under section 100.1 of the Securities Act (Ontario) with respect to the Transfer. Section 100.1 of the Securities Act (Ontario) permits an entity to purchase securities of an issuer if (a) purchases are made from not more than five persons in aggregate, (b) the offer is not made generally to security holders of the class of securities that is subject to the offer; and (c) the value of the consideration paid for any of the securities, including brokerage fees or commissions, is not greater than 115% of the market price of the securities at the date of the offer.

Immediately following the completion of the Transfer and the Subscription, assuming the exercise by Gusiute of all of the Warrants and no conversion of any other securities of EPM, Gusiute understands that there would be 121,225,889 Common Shares outstanding of which Gusiute would own and control (directly or through VHI) an aggregate of 37,055,612 Common Shares, representing approximately 30.6% of the outstanding Common Shares. The Unit and Common Shares were acquired for investment purposes. Gusiute will evaluate its investment in EPM from time to time and may, based on such evaluation of market conditions and other circumstances, increase or decrease shareholdings in EPM as circumstances require. For further information and to obtain a copy of the early warning report filed under applicable Canadian provincial securities legislation in connection with the transactions hereunder, please go to the EPM profile on the SEDAR website www.sedar.com or contact John S. Mulhall at 973-599-5507.

Note: Disclosure regarding the percentage of outstanding Common Shares held by Gusiute and EPM's outstanding share capital is based on information provided by EPM.

Note on Forward-Looking Information

This press release includes certain forward-looking information, including statements relating to Gusiute's interests in EPM, agreements relating to securities of EPM and its future intentions in respect thereof, using words including "anticipate", "believe", "could", "expect", "intend", "may", "plan", "potential", "project", "seek", "should", "will", "would" and similar expressions, which are intended to identify a number of these forward-looking statements.  This forward-looking information reflects current views with respect to current and future events and circumstances and is not a guarantee of future performance and is subject to risks, uncertainties and assumptions, including those relating to changes in business, performance and markets. Actual results may differ materially from information contained in the forward-looking information as a result of a number of those factors. Forward-looking information is provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes.  Gusiute undertakes no obligation to publicly update or revise any forward-looking information contained in this press release, except as required by applicable laws.


 

SOURCE Gusiute Holdings (UK) Limited

For further information:

Gusiute Holdings (UK) Limited
c/o Tata Chemicals North America
20 Eagle Rock Avenue
East Hanover, New Jersey U.S.A. 07936
Attention: John S. Mulhall

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