Pala Announces Completion of Investment in Asian Mineral Resources Limited
May 25 2012 - 6:37PM
Marketwired Canada
In furtherance to its press releases of March 1, 2012 and April 4, 2012, Pala
Investments Holdings Limited ("Pala") announced today that it has completed its
investment in Asian Mineral Resources Limited ("AMR"). Pursuant to the
transaction, Pala acquired an aggregate of 157,814,933 common shares (each, a
"Share") in the capital of AMR and 54,166,667 share purchase warrants (each, a
"Warrant") of AMR.
Pala acquired 108,333,333 units of AMR (each, a "Unit") from AMR, at a price of
CDN$0.06 per Unit, for total consideration of CDN$6,500,000. Each Unit consisted
of one Share and one half of one Warrant. Each Warrant entitles Pala to purchase
one Share at a price of CDN$0.10 until May 25, 2017.
Pala also acquired an aggregate of 49,481,600 Shares from Mellford Pte. Ltd. and
Sword Investments Private Limited, which are affiliates of Malaysia Smelting
Corporation Berhad ("MSC"), at a price of CDN$0.06 per Share, for total
consideration of CDN$2,968,896. Pala has also entered into a Right of First
Refusal Agreement dated March 1, 2012, as amended April 4, 2012, with MSC,
whereby MSC has granted Pala a right of first refusal over MSC's shareholding in
AMR (currently 31,297,661 Shares, representing approximately 10% of the issued
and outstanding Shares).
AMR and Pala have also entered into an Investor Rights Agreement pursuant to
which AMR has granted Pala pre-emptive rights to subscribe for additional
securities of AMR and the right to designate two nominees to the board of
directors of AMR, provided Pala holds 10% or more of the outstanding Shares.
Prior to the completion of the transactions described above, Pala did not own or
control any securities of AMR. Pala acquired the Shares and Warrants for
investment purposes. Under the terms of the Investor Rights Agreement, Pala has
the right to nominate two directors to the board of directors of AMR, which it
has done. Pala intends to use its majority stake in AMR and its seats on AMR's
board of directors to guide and engage the management of AMR in advancing its
development of the Ban Phuc Nickel Project and enhancing shareholder value. Pala
has no present intention to acquire additional securities of AMR. Depending on
its evaluation of the business, prospects and financial condition of AMR, the
market for AMR's securities, general economic and tax conditions and other
factors, Pala may acquire additional securities of AMR, or sell some or all of
the securities of AMR it currently holds, in the open market, by private
agreement or otherwise.
As a result of the completion of the investment, Pala owns and controls,
directly and indirectly, a total of 157,814,933 Shares, representing
approximately 50.7% of the issued and outstanding Shares (on an undiluted
basis), and 54,166,667 Warrants which, if exercised, will bring its ownership
interest to 58.0% (on a partially-diluted basis).
Pala's address is 12 Castle Street, St. Helier, Jersey JE2 3RT. For further
information please refer to the Early Warning Report posted on SEDAR today.
About Pala
Pala is a multi-strategy investment company dedicated to investing in, and
creating value across the mining sector in both developed and emerging markets.
Pala's exclusive investment advisor, Pala Investments AG, has extensive
experience within the mining sector. Pala Investments seeks to assist companies
in which it has long-term shareholdings by providing strategic advice and
innovative financing solutions. For more information, visit www.pala.com.
Forward-Looking Statements
Certain statements in this press release are forward-looking statements and are
prospective in nature, including statements with respect to Pala's future
intentions regarding the securities of AMR that it owns. Forward-looking
statements are not based on historical facts, but rather on current expectations
and projections about future events, and are therefore subject to risks and
uncertainties which could cause actual results to differ materially from the
future results expressed or implied by the forward-looking statements. These
statements generally can be identified by the use of forward-looking words such
as "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate",
"expect", "believe" or "continue", or the negative thereof or similar
variations. Such statements are qualified in their entirety by the inherent
risks and uncertainties surrounding future expectations. Such forward-looking
statements should therefore be construed in light of such factors, and Pala is
not under any obligation, and expressly disclaims any intention or obligation,
to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
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