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TORONTO, May 25, 2012 /CNW/ - MillenMin Ventures Inc. (TSX-V: MVM.P) ("MillenMin" or the "Company") is pleased to announce that it has completed and received final TSX Venture Exchange Bulletin for its Qualifying Transaction (the "Qualifying Transaction") as previously announced in its news release on March 8, 2012 and as further described in its filing statement dated May 10, 2012 (the "Filing Statement"). MillenMin anticipates, at the opening of the market on Monday May 28, 2012, the Company will no longer be considered a Capital Pool Company and will resume trading on the Exchange as a Tier 2 mining company under the symbol "MVM". The Filing Statement for the Qualifying Transaction is available on SEDAR at www.sedar.com.
Pursuant to the option agreement dated March 7, 2012 (the "Option Agreement") with Nevada Clean Magnesium Inc. ("Nevada CMI") (formerly, Molycor Gold Corp.) (TSX-V: NVM) (PINKSHEETS:MLYFF) (FRANKFURT:M1V), MillenMin has been granted the exclusive right and option (the "Option") to acquire an undivided 70% interest in the Windpass Gold property (the "Property") by paying an aggregate of $120,000 to Nevada CMI, incurring $750,000 aggregate exploration expenditures on the Property and issuing an aggregate of 400,000 common shares in the capital of MillenMin (the "Shares") to Nevada CMI over a period of four years. The Property is subject to a 3% net smelter returns royalty in favour of third parties, which may be repurchased by the Company for the aggregate amount of $300,000. Upon closing of the Qualifying Transaction, the Company paid cash $10,000 to Nevada CMI and issued 100,000 Shares to Nevada CMI. These Shares are subject to a hold period expiring September 25, 2012.
The Property is located approximately 8 km east of Little Fort in Central British Columbia, between Dunn Lake and Baldy Mountain. The Property is comprised of seven Mineral Leases covering 354.34 hectares and one Mineral Claim covering 382.78 hectares for a total of approximately 737 hectares. All of the Mineral Tenures are 100% owned by Nevada CMI. Access to the Property is provided by paved and well-maintained gravel roads. A National Instrument 43-101 ("NI 43-101") compliant technical report with respect to the Property (the "Technical Report") has been prepared by Norm Tribe, P. Eng., the qualified person as defined by NI 43-101. The Technical Report has been filed and is available on SEDAR at www.sedar.com.
In connection with the Qualifying Transaction, Nevada CMI will pay a cash finder's fee of $2,000 to John Chalcraft, who is an arm's length party to the Company and Nevada CMI.
In conjunction with the completion of the Qualifying Transaction, the Company completed a non-brokered concurrent financing (the "Private Placement") of 3,000,000 units (the "Units") of the Company at a price of $0.20 per Unit for gross proceeds of $600,000. Each Unit consists of one common share of the Company and one-half of one common share purchase warrant. Each full warrant will entitle the holder to purchase one common share at a price of $0.25 per share until May 24, 2013 and thereafter at a price of $0.40 per share until May 24, 2014. No finder's fees were paid in connection with the Private Placement. MillenAsia Resource Inc. ("MillenAsia") has purchased the entire 3,000,000 Units. After giving effect to the Qualifying Transaction and the Private Placement, MillenAsia owns 4,000,000 Shares representing approximately 44.0% of the issued and outstanding common shares of the Company and 1,500,000 common share purchase warrants (assuming exercise of all of the warrants, MillenAsia will hold 5,500,000 common shares of the Company representing 51.9% of the then issued and outstanding common shares of the Company). MillenAsia is a private company which is wholly-owned by Li Liu, the spouse of Shunyi Yao, who is the Chief Executive Officer and a director of the Company. The 3,000,000 Shares and 1,500,000 Warrants issuable pursuant to the Private Placement will be held in escrow pursuant to the Exchange Value Security Escrow Agreement dated May 7, 2012. The Company has been advised that the Units were acquired by MillenAsia for investment purposes, that MillenAsia has no present intention to acquire further securities of the Company, although MillenAsia may in the future acquire or dispose of securities of the Company through the market, privately or otherwise, as circumstances or market conditions warrant. The securities issued in connection with the Private Placement are subject to a hold expiring September 25, 2012.
The net proceeds of the Private Placement will be used to fund the costs associated with the completion of the Qualifying Transaction, to meet the Company 's obligations under the Option Agreement, to carry out the Phase I work program as recommended in the Technical Report on the Property and to provide general corporate purposes for the 12-month period after completion of the Qualifying Transaction.
MillenMin further announces that concurrently with completion of its Qualifying Transaction, Shunyi Yao has been appointed as Chairman of the board of directors of the Company, Sheng (Sam) Wang has been appointed as Chief Financial Officer of the Company. The Audit Committee of the Company is now comprised of Yunkai (Kent) Cai, Kenny Wan and John H. Paterson. The directors and officers of the Company are as follows:
Shunyi Yao -Chairman, CEO and director
Yunkai (Kent) Cai - President, Secretary and Director
Sheng (Sam) Wang - CFO and Director
John H. Paterson - director
Kenny Wan - Director
For a description of the backgrounds of the current officers and directors of MillenMin and further information with respect to the Qualifying Transaction, see its Filing Statement as filed on SEDAR on May 14, 2012.
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.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this news release.
This press release may include forward-looking information within the meaning of applicable securities laws including information concerning the business and future results of the Company that are not historic facts. Any such forward-looking statements are subject to risks and uncertainties, and are based on the Company's current belief or assumptions as to the outcome and timing of such future events. This information and statements address future activities, events, plans, developments and projections. All statements, other than statements of historical fact, constitute forward-looking statements or forward-looking information. Such forward-looking information and statements are frequently identified by words such as "may," "will," "should," "anticipate," "plan," "expect," "believe," "estimate," "intend" and similar terminology, and reflect assumptions, estimates, opinions and analysis made by management of the Company in light of its experience, current conditions, expectations of future developments and other factors which it believes to be reasonable and relevant. Actual future results may differ materially. The forward-looking information contained in this release is made as of the date hereof and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. Additional information on these and other potential factors that could affect the Company's actual results, performance or achievements are detailed in disclosure documents filed from time to time with the applicable securities regulatory authorities. The Company disclaims any obligation to update or revise any forward-looking information or statements except as may be required under the applicable laws.
For further information:
Yunkai (Kent) Cai, President and Secretary, Telephone: (416) 366-1888, email@example.com.