New Zealand Exchange Limited
P.O. Box 2959
13 October 2012
Widespread’s Asian Minerals proposes to raise $10 million
Asian Mineral Resources (“ASN”) is one of Widespread’s largest investments. This shareholding, now held in our financial statements at market value, represents 8.2 % of Widespread’s total assets at ASN’s current market value of 8 cents.
ASN made the following announcement in Canada yesterday.
For and on behalf of the Board,
Chris D Castle
ASIAN MINERAL RESOURCES ANNOUNCES
PRIVATE PLACEMENT WITH PALA INVESTMENTS AND LION
Toronto, Ontario – October 11, 2012. Asian Mineral Resources Limited (“AMR”) (TSX-V: ASN) is pleased to announce that it has today entered into subscription agreements (the “Subscription Agreements”) with Pala Investments Limited (“Pala”) and Lion Selection Group Limited (“Lion”) to raise an aggregate amount of CDN$10,000,000. The proceeds from both transactions will be used by AMR to fund capital expenditure for the construction of the Ban Phuc Nickel Project and for working capital purposes.
Under the terms of the Subscription Agreements, Pala and Lion will, subject to the satisfaction of certain conditions, purchase 150,000,000 common shares and 16,666,666 common shares, respectively, at CDN$0.06 per common share of AMR. Neither private placement is conditional upon the completion of the other.
The terms of the transaction with Pala were considered and recommended by a Special Committee of AMR’s Board of Directors consisting of Mr. Chris Castle and, in accordance with Multilateral Instrument 61-101 of the Canadian Securities Administrators, majority of the minority approval by AMR’s shareholders will be sought at a special meeting of AMR shareholders to be held on November 28, 2012. The transaction with Lion is expected to close within the next few weeks. Both transactions with Pala and Lion are subject to TSX Venture Exchange approval and have an outside date of December 31, 2012.
Mr. Castle, Director and Chair of the Special Committee of AMR, stated, “AMR is pleased to receive ongoing support from Pala and Lion as it continues to advance construction of the Ban Phuc Nickel Project. The additional capital from Pala and Lion will provide the necessary financial resources to enable AMR to move forward with bringing the project into commercial production.”
Pala has entered into a voting and support agreement with Asian Lion Limited, which owns 23,283,622 common shares of AMR (representing 6.5% of AMR’s outstanding common shares), pursuant to which, amongst other things, it has agreed to vote its AMR shares in favour of Pala’s private placement, including any shares it acquires after the date hereof.
Following completion of Pala’s private placement and assuming Lion’s private placement is completed, Pala will own 307,814,933 common shares of AMR (representing 58.6% of AMR's outstanding common shares on an undiluted basis) plus 54,166,667 common share purchase warrants of AMR (which if exercised, would bring its ownership interest in AMR to 62.5% on a partially diluted basis). Pala has also made an offer to purchase all of the issued and outstanding shares of Melior Resources Inc. (“Melior”), a shareholder of AMR which currently owns 47,272,727 common shares of AMR. If Pala were to acquire ownership of more than 50% of Melior shares, and assuming the successful completion of the private placement to Lion and Pala, then Pala will be deemed to also control the 47,272,727 common shares of AMR held by Melior. In such instance, Pala will own or control an aggregate of 355,087,660 common shares of AMR (representing 67.6% of AMR’s outstanding common shares on an undiluted basis) plus 54,166,667 common share purchase warrants of AMR (which if exercised, would bring its ownership interest in AMR to 70.6% on a partially diluted basis).
Following completion of Lion’s private placement and assuming Pala’s private placement is completed, Lion will, together with its affiliate Asian Lion Limited, own 39,950,288 common shares of AMR (representing 7.6% of AMR's outstanding common shares on an undiluted basis).
The Subscription Agreements will be posted on SEDAR at www.sedar.com.
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 seeks to assist companies in which it has long-term shareholdings by providing strategic advice and innovative financing solutions.
Lion is a mining investment company with exposure to investments made by the special purpose African Lion investments funds (African Lion, African Lion 2 and African Lion 3) and Asian Lion fund, which are managed by Lion Manager Pty Ltd. Through these funds, Lion invests in junior resource companies providing venture capital to carefully selected mining and exploration companies with outstanding management and development projects.
Asian Mineral Resources Limited is developing the Ban Phuc Nickel Project, located 160 km north-west of Hanoi in the Son La Province, which is 90% owned by its subsidiary Ban Phuc Nickel Mines LLC. The development of the project is in advanced stages, with underground and surface infrastructure near completion and commercial production expected to occur by June 2013. For further details on AMR and the Ban Phuc Nickel Project, please refer to AMR’s website at www.asianminres.com.
For further information:
Chief Financial Officer
Telephone: (416) 360-3412
This press release includes certain “Forward-Looking Statements.” All statements, other than statements of historical fact, included herein, including without limitation, statements regarding the completion of the transactions described in this press release, completion of the project, the commencement of commercial production and the achievement of expected benefits, potential mineralization and reserves, exploration results and future plans and objectives of AMR 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 expectations are disclosed under the heading “Risk Factors” in AMR’s Annual Information Form and elsewhere in AMR’s documents filed from time-to-time with the TSX Venture Exchange and other regulatory authorities. Forward‐looking statements are qualified entirely by this cautionary statement and are given only as at the date of this press release. AMR disclaims 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.