Advanced Primary Minerals Corporation

Advanced Primary Minerals Corporation

September 07, 2012 07:53 ET

APM Provides Update on Transaction to Acquire the Donkin Coal and Other North American Assets of Erdene Resource Development Corp.

HALIFAX, NOVA SCOTIA--(Marketwire - Sept. 7, 2012) - Advanced Primary Minerals Corporation (the "Corporation" or "APM") (TSX VENTURE:APD) is pleased to provide an update on the proposed plan of arrangement ("Arrangement") with Erdene Resource Development Corporation ("Erdene") (TSX:ERD) announced in the Corporation's news releases issued on June 28, August 8 and August 13, 2012.

APM's proposed Arrangement will constitute a reverse takeover transaction under Policy 5.2 - Change of Business and Reverse Takeovers of the TSX Venture Exchange (the "Exchange"). Pursuant to the policies of the Exchange, the Corporation is required to issue a news release every 30 days following its initial news release to provide an update on the status of the Arrangement.

The Corporation advises that it is focussed on the regulatory and legal processes to complete the Arrangement. That process includes obtaining the consent of the Exchange as well as approval of the APM shareholders and the Supreme Court of Nova Scotia.

The Corporation is working to obtain the consent of the Exchange and has filed preliminary information, which is presently being reviewed. The Corporation is also working on an information circular to be sent to APM shareholders in connection with a special meeting of APM shareholders to be held to consider the Arrangement. The Corporation expects that the meeting will be held in October, 2012 and that the Arrangement will be completed by October 31, 2012.

In accordance with the policies of the Exchange, the APM shares are currently halted from trading and it is expected that they will remain halted until the completion of the proposed Arrangement.

Cautionary Notes

Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the Arrangement, any information released or received with respect to the proposed Arrangement may not be accurate or complete and should not be relied upon. Trading in the securities of APM should be considered highly speculative.

This news release contains forward-looking statements and information ("forward looking statements") within the meaning of applicable securities laws relating to the proposal to complete the proposed plan of arrangement and associated transaction, including statements regarding the terms and conditions of the proposed plan of arrangement and associated transaction. Readers are cautioned to not place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the proposed plan of arrangement and associated transactions, that the ultimate terms of the proposed plan of arrangement and associated transactions will differ from those that currently are contemplated, and that the proposed plan of arrangement and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). Furthermore, the forward-looking statements contained in this document are made as of the date of this document and, except as required by applicable law and APM does not undertakes any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.

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.

Contact Information

  • Ken W. MacDonald
    President and CEO
    Advanced Primary Minerals Corporation
    (902) 466-7255

    Philip S. Martin
    Chairman of the Board
    Advanced Primary Minerals Corporation
    (416) 788-6030