TORONTO, March 1, 2012 /CNW/ - Malaysia Smelting Corporation Berhad ("MSC") announced today that its affiliates Mellford Pte. Ltd. and Sword Investments Private Limited (collectively, the "Vendors") have entered into a share purchase agreement (the "Share Purchase Agreement") with Pala Investments Holdings Limited ("Pala") pursuant to which, subject to the satisfactory completion by Pala of its due diligence investigations on the business operations, properties, prospects, assets and financial condition of Asian Mineral Resources Limited ("AMR") and other customary closing conditions, Pala would acquire from the Vendors an aggregate of 49,481,600 common shares in the capital of AMR ("Shares"), or approximately 24.4% of the issued and outstanding Shares, calculated on a non-diluted basis, at a price of CDN$0.06 per Share, for aggregate gross proceeds of CDN$2,968,896.
The Share Purchase Agreement contains customary representations, warranties and covenants of the parties. Subject to the terms and conditions of the Share Purchase Agreement, including the satisfaction or waiver of all closing conditions, the completion of the purchase and sale transaction is expected to be completed on the earlier of: (a) the date of closing of the strategic investment by Pala in securities of AMR that was announced earlier today (the "Pala Subscription"); and (b) the fifth business day following the delivery by Pala of its notice of the satisfaction or waiver of the conditions of closing of the transactions contemplated in the Share Purchase Agreement, such notice to be provided no later than June 30, 2012.
Concurrent with the execution of the Share Purchase Agreement, Pala and MSC have entered into a Right of First Refusal Agreement whereby MSC has granted Pala a right of first refusal over MSC's shareholding in AMR (currently 31,297,661 Shares representing 15.4% of the outstanding Shares, calculated on a non-diluted basis). Pala and MSC have also entered into a Voting and Support Agreement whereby MSC is unconditionally obligated to vote its Shares in favour of the transactions provided for in the subscription agreement of Pala entered into with AMR in connection with the Pala Subscription Further, until the earlier of the date of closing or termination of the Pala Subscription and July 6, 2012, MSC is prohibited from disposing of any of its Shares or engaging in activities in furtherance of a transaction whereby a third party would acquire any Shares of AMR.
Certain statements in this press release are forward-looking statements. The reader is cautioned that assumptions used in the preparation of such information, although considered reasonable by the Vendors at the time of preparation, may prove to be incorrect. There can be no assurance that forward-looking statements will prove to be accurate, as future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Vendors expressly disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws.
For further information:
Sharifah Faridah Abdul Rasheed
Malaysia Smelting Corporation Berhad
Tel : +603-2166 9260