New Zealand Exchange Limited
P.O. Box 2959
19 April 2012
Widespread’s Asian Minerals advises successful Pala agreement
Asian Mineral Resources (“ASN”) is one of Widespread’s largest investments. This shareholding (presently held at independent valuation based on our share of net assets) represents 19.7% of Widespread’s total assets.
ASN made the announcement below in Canada overnight. This outcome is particularly good news for Widespread Portfolios.
For and on behalf of the Board,
Chris D Castle
19 April 2012
ASIAN MINERAL RESOURCES LIMITED ANNOUNCES PALA INVESTMENTS' INTENTION TO PROCEED WITH PRIVATE PLACEMENT AND APPOINTMENT OF NON-EXECUTIVE DIRECTORS
Pala Investments Holdings Ltd. has delivered a closing notice under the subscription agreement, dated March 1, 2012, as amended on April 3, 2012, on its intention to proceed with the purchase of 108,333,333 units of Asian Mineral Resources Ltd., as described in the corporation's announcements on March 1 and April 4, 2012, for the aggregate subscription proceeds of $6.5-million.
Following completion of the private placement, and the proposed acquisition by Pala of an aggregate of 49,481,600 issued shares from Mellford Pte. Ltd. and Sword Investments Private Ltd. as described in the corporation's announcement on March 1, 2012, Pala will own 157,814,933 common shares of AMR, representing 50.7 per cent of the corporation's outstanding share capital on an undiluted basis (57.7 per cent on a fully diluted basis). In conjunction with delivery of the closing notice, the standstill provisions in the confidentiality agreement dated March 1, 2012, have been terminated.
Appointment of non-executive directors
The corporation is also pleased to announce the appointments of James Askew, Jan Castro and Michael Brown as non-executive directors of the corporation with immediate effect.
Mr. Askew is a former director and chairman of the corporation. He is currently a director of Ivanhoe Australia Ltd., Evolution Mining Ltd., Golden Star Resources Ltd. and OceanaGold Corp., where he is chairman of the board.
Mr. Askew is a mining engineer with over 35 years of international mining and business experience leading numerous mining service and mining companies. He has served as the chief executive officer for a wide range of Australian and international publicly listed mining, mining finance and other mining-related companies. He founded Golden Shamrock Mines, and James Askew & Associates (now known as Australian Mining Consultants -- AMC), and co-founded Ausdrill. He has extensive international resources experience in mining and mining service related companies, and has had exposure to a wide range of commodities.
Mr. Castro is the chief executive officer of Pala Investments AG, which he founded in July, 2006. He is currently a director of Alacer Gold Corp., Nevada Copper Corp., Churchill Mining PLC, Elemental Minerals Ltd. and Sierra Rutile Ltd., where he is chairman of the board. He is also a director of Gemcom Software International Inc., a private company.
Prior to establishing Pala, Mr. Castro was senior vice-president -- investments and corporate affairs -- for Mechel OAO, a major Russian mining and metals company listed on the New York Stock Exchange, where his primary responsibilities covered mergers and acquisitions, non-core asset disposals, and investor and public relations. He also managed Mechel's initial public offering on the NYSE.
Before joining Mechel, Mr. Castro worked for Latham & Watkins LLP where he specialized in securities, and merger and acquisition transactions. In total, he led the IPOs of three out of the four IPOs of Russian companies on the NYSE, as well as worked on numerous mergers and acquisitions, and private equity transactions, including some of the largest M&A deals in Russia and Ukraine. Prior to Latham & Watkins, he was at Chadbourne & Park, and White & Case, working primarily on project financings.
Mr. Brown is a senior vice-president of Pala Investments AG. He is currently a director of Sierra Rutile Ltd. and Dumas Contracting Ltd. Prior to joining Pala, he was the chief operating officer of De Beers Consolidated Mines Ltd., where he was responsible to the board for all operations in South Africa, including production at five separate mines, the planning and execution of construction projects, strategic business development, and health, safety and environmental control.
Previously, Mr. Brown was head of strategic business development, where he was responsible for the full value chain from resource evaluation to strategic business planning, concept studies, feasibility studies and project implementation. He managed the following projects: the Finsch block five feasibility study for $750-million; the $35-million Venetia resource extension project; the prefeasibility study for a $1.3-billion underground mine at the Venetia project; and the $200-million mine construction at the Voorspoed project.
Mr. Brown began his mining career with De Beers in 1990 as a mining engineer, and during his tenure has held several senior appointments including those of group manager in global mining, general manager -- Finsch mine, and mining/area manager -- Nambeb. He is a registered professional engineer (PrEng) with the South African Council of Professional Engineers, and a member of the South African Institute of Mining and Metallurgy.
Bill Howell, chairman of AMR, stated: "On behalf of AMR, we are delighted that Pala has decided to proceed with the proposed investment in the corporation. We would also like to welcome James, Jan and Michael to the board, and look forward to working together in advancing the Ban Phuc project. We firmly believe that Pala will be a valuable partner to AMR and is committed to assisting in securing all necessary resources for the development of the Ban Phuc project."
The completion of the private placement is conditional upon, among other things, final approval of the TSX Venture Exchange, which has issued conditional approval, completion of the additional share purchases and AMR shareholders' approval, which will be sought at a special meeting of AMR shareholders to be held on May 25, 2012. The subscription agreement has been posted on SEDAR.