Cheng Kam On



May 30, 2014 20:27 ET

Acquisition of Shares of New Era Minerals Inc.

VANCOUVER, BRITISH COLUMBIA--(Marketwired - May 30, 2014) - Cheng Kam On (the "Offeror") announces pursuant to National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues and the early warning requirements under applicable Canadian Securities Law that he has acquired ownership and control of 51,333,333 common shares (the "Acquired Shares") in the capital of New Era Minerals Inc. (formerly "KCC Capital Corporation") (the "Issuer") through the exchange of 51,333,333 common shares of Haijin International Holdings Limited ("Haijin") owned by Haijin Group Limited, a company 100%-owned by the Offeror, pursuant to an agreement (the "Agreement to Merge") and plan of merger between the Issuer, BVI Company Number 1799150 Limited (a subsidiary of the Issuer) and Haijin which completed as of May 28, 2014 (the "Merger"). The Merger constituted the "Qualifying Transaction" of the Issuer (the "QT") under the applicable policies of the TSX Venture Exchange (the "TSXV"). The Acquired Shares represent approximately 66.13% of the issued and outstanding common shares of the Issuer (the "Common Shares").

Prior to the acquisition of the Acquired Shares, the Offeror did not own or exercise control over any Common Shares. As a result of the acquisition of the Acquired Shares, the Offeror has ownership and control over an aggregate of 51,333,333 Common Shares, representing approximately 66.13% of the issued and outstanding Common Shares.

The Acquired Shares were acquired pursuant to the Merger at a deemed price of $0.50 per share, which transaction was filed with, and accepted for filing by, the TSX Venture Exchange.

The Offeror acquired the Acquired Shares in connection with the listing of Haijin pursuant to the QT. The Offeror currently has no future intention to acquire additional Common Shares.

The Acquired Shares are subject to escrow under an escrow agreement required under the policies of the TSXV in connection with the Issuer's QT, which agreement provides for the release of 5% of the Acquired Shares on May 30, 2014, being the date of the TSXV's final exchange bulletin issued in respect of the QT, the release of 5% of the Acquired Shares on November 30, 2014, the release of 10% of the Acquired Shares on May 30, 2015, the release of 10% of the Acquired Shares on November 30, 2015, the release of 15% of the Acquired Shares on May 30, 2016, the release of 15% of the Acquired Shares on November 30, 2016, and the release of 40% of the Acquired Shares on May 30, 2017.

A copy of the early warning report relating to this transaction is available under the Issuer's profile at www.sedar.com.

Neither the 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.

Contact Information

  • Cheng Kam On
    Office L, 17/F, MG Tower
    No.133 Hoi Bun Road, Kwun Tong, Kowloon
    (Ngau Tau Kok MTR Station Exit B6)
    Hongkong