TORONTO, June 25, 2012 /CNW/ - Asian Mineral Resources Limited ("AMR")
(TSX-V: ASN) and Melior Resources Inc. ("Melior") (TSX-V: MLR)
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,
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).
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.
SOURCE Melior Resources Inc.
For further information:
Asian Mineral Resources Limited
Chief Financial Officer
Telephone: (416) 360-3412
Melior Resources Inc.
Chief Financial Officer
Telephone: (416) 644-1217