Asian Mineral Resources Limited Announces Strategic Investment by Pala Investments Holdings Limited
March 01 2012 - 8:26AM
Marketwired Canada
Asian Mineral Resources Limited ("AMR" or the "Corporation") (TSX VENTURE:ASN)
announced today that it has entered into a subscription agreement (the
"Subscription Agreement") with Pala Investments Holdings Limited ("Pala")
whereby Pala will, subject to the satisfaction of certain conditions precedent,
purchase 71,666,667 units ("Units") for total consideration of CDN$4,300,000.
Each Unit will consist of one common share of the Corporation and one-half of a
common share purchase warrant ("Warrants") with each whole Warrant carrying the
right to purchase one common share at an exercise price of $0.10 for a period of
five years commencing on the closing date of the transaction. Concurrently, Pala
has entered into a share purchase agreement (the "Share Purchase Agreement")
with Mellford Pte. Ltd. and Sword Investments Private Limited, who are
affiliates of the Tecity group, to purchase from them 49,481,600 issued common
shares at $0.06 a share, for an aggregate purchase price of CDN$2,968,896. The
completion of the subscription for Units of AMR and the acquisition of the AMR
shares pursuant to the Share Purchase Agreement are each conditional on
completion of the other. Following the completion of these transactions Pala
will own 121,148,267 common shares representing 44.1% of the Corporation's
outstanding share capital (50.3% on a fully diluted basis after giving effect to
the full exercise of the Warrants).
Concurrent with the completion of these transactions, the Corporation and Pala
will also enter into an Investor Rights Agreement pursuant to which Pala will
have pre-emptive rights to subscribe for additional securities of the
Corporation and the right to designate two board nominees provided Pala holds
10% or more of the outstanding shares of AMR.
Pala is a multi-strategy investment company dedicated to investing in, and
creating value across the mining sector in both developed and emerging markets.
Mr. Jan Castro, Chief Executive Officer of Pala Investments AG, exclusive
investment advisor to Pala, stated, "Pala is excited to support AMR in the
continued development of the Ban Phuc Nickel/Copper Project in Vietnam. Pala
looks forward to working with AMR and AMR's other shareholders to enhance
shareholder value as the Ban Phuc Project progresses."
Mr. Robin Widdup, Director of AMR, stated, "Our Board and management have been
working hard for the past year to deliver a transaction that will enable AMR to
complete the Ban Phuc Project and exploit the further potential that exists in
the area covered by the Ban Phuc Project investment certificate. We believe that
Pala brings the necessary technical, operational and financial expertise to
support this objective while this transaction allows AMR's shareholders to
continue participating in potential upside from the development of Ban Phuc."
Concurrent with the above transactions, Pala has also entered into:
-- a Right of First Refusal Agreement with Malaysia Smelting Corporation
Berhad ("MSC"), which is also a Tecity affiliate, whereby MSC has
granted Pala a right of first refusal over MSC's shareholding in the
Corporation (currently 31,297,661 shares representing 15.4% of the
outstanding shares);
-- a Voting and Support Agreement with MSC whereby MSC is unconditionally
obligated to vote its shares in favour of the transaction provided for
in the Subscription Agreement and 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 the Corporation; and
-- a Voting and Support Agreement with Asian Lion Limited whereby Asian
Lion is unconditionally obligated to vote its shares in favour of the
transaction provided for in the Subscription Agreement and is similarly
prohibited from engaging in activities in furtherance of a third party
transaction.
Pala is entitled to conduct due diligence until April 4, 2012 and to be paid a
break fee of CDN$600,000 if AMR enters into a transaction with a third party or
fails to obtain regulatory or shareholder approval for the transaction. The
transaction has an outside closing date of July 6, 2012 and is subject to
obtaining required regulatory approvals and approval by AMR's shareholders to be
sought at a Special Shareholder Meeting. The Subscription Agreement has been
posted on SEDAR at www.sedar.com.
Company Profile:
Asian Mineral Resources Limited is developing the Ban Phuc Nickel/Copper Project
in Vietnam, a 5 hour drive north-west of Hanoi, in which it has a 90% interest.
For further details on the Company and the Project, please refer to the website
at www.asianminres.com.
Forward-Looking Statements
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, exploration results and future plans and
objectives of Asian Mineral Resources Limited 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 Asian Mineral
Resources Limited's expectations are disclosed under the heading "Risk Factors"
and elsewhere in Asian Mineral Resources Limited documents filed from
time-to-time with the TSX Venture Exchange and other regulatory authorities.
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