DRAPER, UTAH--(Marketwired - March 27, 2014) - 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 the issuance of non-voting common shares ("Non-Voting Shares") of EPM Mining Ventures Inc. (TSX VENTURE:EPK)(OTCQX:EPKMF) ("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 entered into a share repurchase agreement (the "SPA") with EPM pursuant to which it agreed to sell 10,439,596 common shares ("Common Shares") of EPM to EPM for cancellation in return for 10,439,596 Non-Voting Shares. As of the date hereof, Knox owns and controls 11,439,596 Common Shares, representing approximately 10.6% of the issued and outstanding Common Shares on an undiluted basis.
Following the completion of the sale, Knox will own and control 1,000,000 Common Shares, representing approximately 1.3% of the issued and outstanding Common Shares on an undiluted basis and 10,439,596 Non-Voting Shares, representing approximately 28.8% 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 13.0% of the issued and outstanding Common Shares on a partially diluted basis.
A press release announcing the entering into of the SPA was issued by EPM on March 27, 2014.
The Common Shares are being sold by Knox to assist EPM to meet certain shareholder thresholds for US securities law reasons. Knox will evaluate its investment in EPM from time to time and may, based on such evaluation of market conditions and other circumstances, convert, increase or decrease securityholdings 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 www.sedar.com or contact Knox at telephone number: (801) 984-8000.
Note: Disclosure regarding the percentage of outstanding 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.