ASN Asian Mineral Resources Ltd

Asian Mineral Resources Limited (the “Company”) (ASN-TSX Venture) is pleased to announce that it has entered into an agreement to acquire (the “Acquisition”) all the issued and outstanding shares of Nigerian-based Decklar Petroleum Limited (“Decklar”). Decklar’s sole asset is a Risk Service Agreement (“RSA”) with Millenium Oil and Gas Company Limited (“Millenium”).  Millenium is the owner of the Oza Field located onshore in the northern part of Oil Mining License 11 in the Eastern Niger Delta of Nigeria.  The RSA entitles Decklar to cost recovery and a share of distributable funds from the Oza Field in exchange for technical and financial support.  Closing of the proposed acquisition is subject to certain customary conditions, including the exercise of at least 10,000,000 of the 13,333,333 outstanding common share purchase warrants of the Company (“Warrants”) and approval by the TSX Venture Exchange (the “TSXV”). Closing of the Acquisition is expected to occur in December 2019.

The Acquisition

The aggregate purchase price (the “Purchase Price”) is CDN$8,550,000, payable through the issuance of 30,000,000 common shares of the Company (“Shares”) based on a deemed value of CDN$0.285 per share.  Of the aggregate Purchase Price, 22,000,000 Shares are payable upon closing of the Acquisition with the balance of 8,000,000 Shares being payable only if the Oza Field achieves a minimum production rate within 12 months of closing as more fully described below.

The 22,000,000 Shares payable upon closing of the transaction will be allocated as to: (i) 14,000,000 Shares to the shareholders of Decklar; and (ii) 8,000,000 Shares to extinguish outstanding debt owed by Decklar to certain arm’s length third parties. The Purchase Price is equivalent to approximately 68.5% of the Company’s issued share capital including the assumed exercise of 10,000,000 Warrants (based on 32,079,770 Shares issued and outstanding). Post-closing, the Purchase Price is equivalent to approximately 40.7% of the Company’s issued share capital including the assumed exercise of 10,000,000 Warrants (based on 54,079,770 Shares issued and outstanding).  None of the Decklar shareholders nor third party debt providers are related to the Company and the Acquisition is not a Non-Arm’s Length transaction within the meaning of the policies of the TSXV.  Additionally, none of the existing shareholders of Decklar are joint actors with one another or with any of the third party debt providers and no new “control person” will be created as a result of the Acquisition.

In the event the Oza Field achieves production net to Millenium of 1,000 bbls/d for a period of ten (10) consecutive days in any thirty (30) day period within twelve (12) months of the date of closing, a bonus payment (the “Bonus Payment”) of a further 8,000,000 Shares is payable to the shareholders of Decklar.

The Oza Field

The Oza Field was formerly operated by Shell Petroleum Development Company of Nigeria Ltd. (“Shell”).  The field has three wells and one side track drilled by Shell between 1959 and 1974.  During the period when Shell was the operator, there were two periods of extended production testing from the Oza-1, -2 & -4 wells. The field was never tied into an export facility nor was it fully developed by Shell and put into commercial production. 

In 2003, the Oza Field was awarded to Millenium having won the bid during the Marginal Fields Licensing Round.  Since Millenium’s acquisition of the Oza Field in 2003, approximately US$45 million has been spent in production facilities infrastructure in support of a restart of production including an export pipeline to tie the field into the Shell Trans Niger Pipeline (TNP) pipeline to the Bonny Export Terminal, a lease automatic custody transfer (LACT) unit fiscal metering system, infield flowlines, manifolds and a rental Early Production Facility. The RSA with Millenium provides Decklar a share of production and associated cash flow from the Oza Field in exchange for funding and technical assistance to restart commercial production and full field development; including a preferential return of its costs plus a share of cash flow thereafter. More specifically, Decklar intends to undertake a low cost re-entry and testing of one of the existing wells to assess the development potential of the Oza Field.  In exchange, Decklar is entitled to priority recovery of its capital from 80% of distributable funds.  After achieving cost recovery, Decklar’s profit share is based on a sliding scale starting at 80% and declining to 40% once cumulative production exceeds 10 million bbls.  

Mr. Chris Castle, the Chairman of Asian Mineral commented, “The Company is very excited by the potential of the Oza Field in Nigeria.  The proposed acquisition is consistent with the Company’s ongoing strategy to expand its portfolio of resource opportunities beyond the mining industry to include the energy industry.” 

For further information:

Paula Kember Chief Financial Officer    Telephone: (416) 360-3412

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Language

Certain statements made and information contained herein constitute "forward-looking information" (within the meaning of applicable Canadian securities legislation). All statements in this news release, other than statements of historical facts, including statements with respect to the planned completion of the Acquisition are forward-looking statements. Such statements and information (together, "forward looking statements") relate to future events or the Company's future performance, business prospects or opportunities. Forward-looking statements include, but are not limited to, statements with respect to estimates of reserves and or resources, future production levels, future capital expenditures and their allocation to exploration and development activities, future drilling and other exploration and development activities, ultimate recovery of reserves or resources and dates by which certain areas will be explored, developed or reach expected operating capacity, that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.

All statements other than statements of historical fact may be forward-looking statements. Statements concerning proven, probable and possible reserves and resource estimates may also be deemed to constitute forward-looking statements and reflect conclusions that are based on certain assumptions that the reserves and resources can be economically exploited. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "seek", "anticipate", "plan", "continue", "estimate", "expect, "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar expressions) are not statements of historical fact and may be "forward-looking statements". Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Company believes that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. The Company does not intend, and does not assume any obligation, to update these forward-looking statements, except as required by applicable laws. These forward-looking statements involve risks and uncertainties relating to, among other things, changes in oil prices, results of exploration and development activities, uninsured risks, regulatory changes, defects in title, availability of materials and equipment, timeliness of government or other regulatory approvals, actual performance of facilities, availability of financing on reasonable terms, availability of third party service providers, equipment and processes relative to specifications and expectations and unanticipated environmental impacts on operations. Actual results may differ materially from those expressed or implied by such forward-looking statements.

The Company provides no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.  The Company does not assume the obligation to revise or update these forward-looking statements after the date of this document or to revise them to reflect the occurrence of future unanticipated events, except as may be required under applicable securities laws.