VANCOUVER, June 18, 2013 /CNW/ - Mediterranean Resources Ltd. (TSX: MNR; Frankfurt: MHM1) ("Mediterranean") is very pleased to advise the market that it has signed a Definitive Agreement for a strategic investment in its main Turkish subsidiary, Akdeniz Resources Madencilik A.S..
The new shareholder is a member of the Kaya family, owners of Çeka Insaat ve Ticaret A.S., a specialist construction firm in Turkey. Under the terms of the Definitive Agreement, the new shareholder may subscribe for around 10% of the shares of Akdeniz Resources Madencilik A.S. ("Akdeniz"), which is the company that holds 100% of Mediterranean's projects at the Red Mountain site near Yusufeli in north-eastern Turkey. For the first 5% (representing 1.4mn shares of Akdeniz) the investors shall contribute TL 1.4mn (approximately $761,000 CAD) in capital to Akdeniz. Likewise for the second 5%, the amount invested shall be the same Turkish Lira value. In the immediate aftermath of this investment, the investors shall hold 11.76% of the shares of Akdeniz, with the IPO of Akdeniz and the entry of public shareholders eventually reducing this stake to 10.28% of the total shares.
The investor paid to Akdeniz a non-refundable deposit of TL 250,000 (approximately $136,000 CAD) upon signing of the Definitive Agreement yesterday and shall pay the balance, to bring them up to a position of approximately 5%, around the date of the special meeting of Akdeniz which shall be held to authorize various changes in the Articles of Association of Akdeniz to facilitate its listing on the Emerging Companies Board (GIP) of the Istanbul Stock Exchange. This meeting is expected to be held in Turkey within the next few weeks. The investor shall advise, in writing, and pay for the remaining 5% investment into Akdeniz within five days of the aforementioned special meeting of Akdeniz.
Mediterranean Resources is very pleased to be able to announce this transaction with a group which brings skills garnered in the Turkish construction industry over the decades since its founding in 1976. Çeka, headquartered in Ankara, was the pioneer in introducing formwork to the Turkish civil engineering scene, with its products being using in some of the largest dam, freeway, bridge and tunnel projects built in Turkey in the intervening years. More details on the company can be found at: http://www.ce-ka.com.tr/index.php. Çeka has been particularly active in construction projects in Artvin province, where Mediterranean's current projects are located.
Meanwhile the company is advancing with the previously announced IPO of its main Turkish subsidiary Akdeniz Resources Madencilik on the Venture Board (GIP) of the Istanbul Stock Exchange. Negotiations on this issue have been advancing with the Capital Markets Board (SPK) in recent weeks. Timetabling for the issue shall begin shortly.
Signed on behalf of the Board of Directors.
Neither Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this release. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities of the Company in any jurisdiction. The securities to be issued pursuant to the Unit Offering by the Company have not and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or the securities laws of any state of the United States, and may not be offered or sold in the United States absent registration or an applicable exemption therefrom under the 1933 Act and the securities laws of all applicable states.
Certain information set out in this News Release constitutes forward-looking information, which may include information relating to estimates of sales and revenue of MNR. Forward-looking statements (often, but not always, identified by the use of words such as "expect", "may", "could", "anticipate" or "will" and similar expressions) may describe expectations, opinions or guidance that are not statements of fact and which may be based upon information provided by third parties. Forward-looking statements are based upon the opinions, expectations and estimates of management of the Company as at the date the statements are made and are subject to a variety of known and unknown risks and uncertainties and other factors that could cause actual events or outcomes to differ materially from those anticipated or implied by such forward-looking statements. Those factors include, but are not limited to risks, uncertainties and other factors that are beyond the control of the Company, risks associated with the industry in general, commodity prices and exchange rate changes, operational risks associated with exploration, development and production operations, delays or changes in plans, risks associated with the uncertainty of reserve estimates, health and safety risks and the uncertainty of estimates and projections of production, costs and expenses. In light of the risks and uncertainties associated with forward-looking statements, readers are cautioned not to place undue reliance upon forward-looking information. Although the Company believes that the expectations reflected in the forward-looking statements set out in this press release or incorporated herein by reference are reasonable, it can give no assurance that such expectations will prove to have been correct. The forward-looking statements of the Company contained in this press release, or incorporated herein by reference, are expressly qualified, in their entirety, by this cautionary statement.
SOURCE: Mediterranean Resources Ltd.
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