CNR Announces Pricing of Units Offering

| Source: China Metro-Rural Holdings Limited China Metro-Rural Holdings Limited

NEW YORK, NY--(Marketwire - May 6, 2011) - China Metro-Rural Holdings Limited (NYSE Amex: CNR) is pleased to announce that it has priced an underwritten public offering of 1,517,978 units at a price to the public of $2.88 per unit. The offering will yield gross proceeds (before the underwriting discount and commissions and estimated offering expenses) of approximately $4.37 million Each unit consists of one of CNR's ordinary shares and a warrant to purchase 0.65 of one of CNR's ordinary shares. The exercise price of the warrants is $3.456 per ordinary share. The exercise price of the warrants is subject to reduction as follows:

  • If for the fiscal year ended March 31, 2011 the Company's adjusted EBITDA is less than US$20 million, then the exercise price of the warrants shall be adjusted to US$0.001 per ordinary share.
  • If for the fiscal year ended March 31, 2012 the Company's adjusted EBITDA:
    • is less than US$35.0 million, then the exercise price of the warrants shall be adjusted to US$0.001 per ordinary share;
    • is equal to or greater than US$35.0 million, but less than US$42.5 million, then the exercise price of the warrants shall be adjusted to $2.016 per ordinary share; or
    • is equal to or greater than US$42.5 million, but less than US$50.0 million, then the exercise price of the warrants shall be adjusted to $2.88 per ordinary share.

The Company has granted the underwriter an option for 45 days to purchase up to an additional 227,696 units. The offering is subject to customary closing conditions and is expected to close on May 11, 2011.

CNR intends to use the proceeds of the offering for the acquisition of land use rights for China Northeast Logistics City -- Dezhou, additional capital for Phase II construction of China Northeast Logistics City -- Tieling and for general corporate purposes.

Maxim Group LLC is acting as the sole underwriter of the offering.

The offering is being made pursuant to the Company's existing shelf registration statement, which has been filed with and declared effective by the Securities and Exchange Commission. The offering of these securities will be made only by means of a prospectus and a related prospectus supplement, electronic copies of which may be obtained by either contacting the underwriter (as set forth below) or by accessing the SEC website, www.sec.gov.

Maxim Group, LLC
Attn: Syndicate Department
405 Lexington Avenue, 2nd Floor
New York, NY 10174
Phone: 212-895-3685