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, 2012.
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.
For further information:
Asian Mineral Resources Limited
Chief Financial Officer
Telephone: (416) 360-3412
Melior Resources Inc.
Chief Financial Officer
Telephone: (416) 644-1217