Advanced Primary Minerals Corporation

Advanced Primary Minerals Corporation

August 04, 2009 17:30 ET

APM Announces Issuance of Shares on Debt Settlement

HALIFAX, NOVA SCOTIA--(Marketwire - Aug. 4, 2009) - Advanced Primary Minerals Corp. ("APM") (TSX VENTURE:APD), formerly Beta Minerals Inc., is pleased to announce that the TSX Venture Exchange ("TSXV") has accepted APM's proposal to issue 7,924,529 common shares of APM ("Shares") in settlement of $491,320.85 of the debt it owes to Erdene Resource Development Corporation ("ERD").

Prior to the reverse takeover of Beta Minerals Inc by ERD which closed on February 27, 2009 ("Closing"), ERD provided a number of loans to Erdene Materials Corporation ("EMC"), now a wholly-owned subsidiary of APM, totalling, in the aggregate, US$753,571. One of these loans (the "Capital Loan") was used by EMC for the acquisition of necessary capital equipment and had a principal balance of US$398,638. It was a term of the reverse takeover that APM issue Shares to ERD in full satisfaction of the Capital Loan at a price per Share equal to the volume weighted average trading price ("VWAP") of the Shares on the TSXV for the first ten (10) trading days following the date of the closing, subject to the approval of the TSXV. The 10-day VWAP of the Shares during the 10 trading days following the Closing (March 6-19, 2009) was $0.062. As a result, 7,924,529 Shares were required to be issued to ERD in full satisfaction of the Capital Loan based on an exchange rate of $1USD - $1.2325CAD as of March 19, 2009. The Shares are subject to a hold period which expires on December 5, 2009.

ERD now owns and controls an aggregate of 75,999,529 Shares or approximately 64.59% of APM's issued and outstanding Shares. Of these, 63,900,000 are presently held in escrow in accordance with the requirements of the TSXV and 15% will be released on August 27, 2009 and at 6 month intervals thereafter. Provided certain conditions are met before February 27, 2012, APM is required to issue an additional 36,000,000 Shares to ERD in connection with the RTO, which Shares will be subject to the provisions of the existing escrow agreement. Erdene also has the right to convert an additional US$354,933 of the amount owing to it by APM to Shares.

About APM

APM, through its wholly owned subsidiary EMC, has been active in Georgia and South Carolina for over 10 years and spent over $15 million exploring for, evaluating, extensively testing and securing high quality primary kaolin resources. APM has also operated an industrial minerals laboratory in Eatonton, Georgia since 1998. It will commence commercial production at a newly constructed kaolin processing facility in Dearing, Georgia late summer 2009. The Company is targeting value added products that benefit from the unique attributes of its high quality, primary kaolin resource. Target markets include ceramics, paint and coatings, catalysts and other industrial applications. APM has a consolidated working capital position of approximately US$950,000, 117,667,382 Shares issued and outstanding and a fully diluted share position of 157,467,382.

Additional Information

Additional information regarding the February 27, 2009 reverse takeover of Beta (which subsequently changed its name to APM) by ERD can be found in the March 3, 2009 news release which is available at

Forward-Looking Statements

Certain information regarding APM contained herein may constitute forward-looking statements within the meaning of applicable securities laws. Forward-looking statements may include estimates, plans, expectations, opinions, forecasts, projections, guidance or other statements that are not statements of fact. Although APM believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. APM cautions that actual performance will be affected by a number of factors, most of which are beyond its control, and that future events and results may vary substantially from what APM currently foresees. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration results, continued availability of capital and financing and general economic, market or business conditions. The forward-looking statements are expressly qualified in their entirety by this cautionary statement. The information contained herein is stated as of the current date and subject to change after that date.

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.

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