EPM Mining Ventures Inc.

May 27, 2011 16:26 ET

Acquisition of Shares of EPM Mining Ventures Inc.

TORONTO, ONTARIO--(Marketwire - May 27, 2011) - This press release is issued by Knox Opportunity Fund, LP ("Knox")pursuant to the early warning requirements of National Instrument 62-103 with respect to common shares ("Common Shares") and non-voting common shares ("Non-Voting Shares") of EPM Mining Ventures Inc. ("EPM"), a reporting issuer in certain jurisdictions in Canada. In accordance with such early warning requirements, Knox is required to report certain information in respect of its holdings of securities of EPM.

Knox announced today that it has acquired ownership and control of 991,835 Common Shares and 10,447,761 Non-Voting Shares, representing approximately 2% of the issued and outstanding Common Shares and 19% of the issued and outstanding Non-Voting Shares on an undiluted basis. The Non-Voting Shares are convertible into Common Shares on a one-for-one basis. If Knox were to convert its Non-Voting Shares to Common Shares it would have ownership and control of 11,439,596 Common Shares, representing approximately 18% of the issued and outstanding Common Shares.

Knox acquired 991,835 Common Shares and 10,447,761 Non-Voting Shares of EPM upon the completion of an amalgamation (the "Amalgamation") pursuant to an amalgamation agreement dated April 18, 2011 between EPM, 44907 Yukon Inc. and 44170 Yukon Inc. ("BidCo"). A press release announcing the completion of the Amalgamation was issued by EPM on May 26, 2011. Prior to the Amalgamation, Knox had acquired a total of 10,447,761 class B common shares of Bidco at a price of $0.67 in cash per share and a total of 991,835 common shares of Bidco by contributing certain notes of another company to Bidco valued at approximately $406,652. Pursuant to the Amalgamation, each common share of Bidco was exchanged for one Common Share and each class B common share was exchanged for one Non-Voting Share on May 26, 2011.

The securities were acquired for investment purposes. Knox will evaluate its investment in EPM from time to time and may, based on such evaluation of market conditions and other circumstances, increase or decrease shareholdings in EPM as circumstances require. For further information and to obtain a copy of the early warning report filed under applicable Canadian provincial securities legislation in connection with the transactions hereunder, please go to the EPM profile on the SEDAR website or contact Knox at telephone number: (801) 984-8000.

Note: Disclosure regarding the percentage of outstanding Common Shares held by Knox is based on information provided by EPM.

Note on Forward-Looking Information

This press release includes certain forward-looking information, including statements relating to Knox's interests in EPM and its future intentions in respect thereof, using words including "anticipate", "believe","could", "expect", "intend", "may", "plan", "potential", "project", "seek", "should", "will", "would" and similar expressions, which are intended to identify a number of these forward-looking statements. This forward-looking information reflects current views with respect to current and future events and circumstances and is not a guarantee of future performance and is subject to risks, uncertainties and assumptions, including those relating to changes in business, performance and markets. Actual results may differ materially from information contained in the forward-looking information as a result of a number of those factors. Forward-looking information is provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes Knox undertakes no obligation to publicly update or revise any forward-looking information contained in this press release, except as required by applicable laws.

Contact Information

  • Knox Opportunity Fund, LP.
    Stan Kimball
    Manager
    (801) 984-8000