Asian Mineral Resources Limited
TSX VENTURE : ASN

Asian Mineral Resources Limited

May 24, 2012 09:41 ET

Asian Mineral Resources Limited Responds to Norilsk Nickel's Intention to Make an Offer

TORONTO, ONTARIO--(Marketwire - May 24, 2012) - Asian Mineral Resources Limited ("AMR" or the "Corporation") (TSX VENTURE:ASN) today responds to the announcement by OJSC "MMC NORILSK NICKEL" ("Norilsk") made on May 23, 2012, of Norilsk's intention to make an all-cash take-over bid for all of the shares of AMR.

AMR's directors considered a written invitation from Norilsk to enter into negotiations which was delivered mere hours before Norilsk issued its press release on May 23, 2012. The directors of AMR have considered Norilsk's proposed offer as disclosed by Norilsk in its press release and determined that:

  • Norilsk's proposed offer contains a number of terms which are vague and highly conditional. There is significant risk that Norilsk's proposal will not result in an offer to AMR shareholders which is capable of being completed; and

  • the timing of Norilsk's proposal exposes AMR to significant financial risks. If AMR does not proceed with the transaction with Pala Investments Holdings Limited ("Pala"), it will be required to pay a break fee to Pala. Given the Corporation's current financial position and the conditional nature of Norilsk's proposal, the failure of Norilsk to make an offer to AMR's shareholders would significantly reduce AMR's working capital, further delay development of its Ban Phuc Nickel Project and create significant risks of its status as a going concern.

Based on a recommendation of all of the independent directors of AMR who were able to attend a meeting of AMR's directors, the AMR directors have determined that it is in the best interests of AMR to proceed with the special meeting of AMR's shareholders scheduled for May 25, 2012 for the purposes of considering, and if thought appropriate, passing a resolution to approve the creation of a new control person pursuant to a private placement involving Pala.

AMR's shareholders are cautioned that Norilsk's press release of May 23, 2012, does not constitute an offer that is capable of being accepted by AMR's shareholders and that such an offer may not be made or, if made, may not be completed.

Company Profile

Asian Mineral Resources Limited is developing the Ban Phuc Nickel Project in Vietnam, a 5 hour drive north-west of Hanoi, in which it has a 90% interest. For further details on the Corporation and the Ban Phuc Nickel Project, please refer to the website at www.asianminres.com.

Contact Information

  • Asian Mineral Resources Limited
    Paula Kember
    CFO
    (416) 360-3412
    (416) 367-1954 (FAX)
    info@asianminres.com
    www.asianminres.com

    #9 Nguyen Hong Road
    Ba Dinh District
    Hanoi, VIETNAM
    +84 4 3773 7997
    +84 4 3773 7996 (FAX)