East Asia Minerals Corporation

East Asia Minerals Corporation

March 04, 2011 08:30 ET

East Asia Minerals Announces Intention to Spin Out Assets to Shareholders

VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 4, 2011) -


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East Asia Minerals Corporation (TSX VENTURE:EAS) is pleased to announce that its Board of Directors has today approved the implementation of a series of value enhancing transactions that, subject to applicable regulatory and other approvals, will result in eligible East Asia shareholders owning shares in four (4) separate companies.

East Asia Minerals has recently set up three new wholly owned subsidiaries to which it will transfer most of its non-Miwah assets. The Company expects to undertake an internal reorganization and work with the appropriate authorities and its joint venture partners to transfer the non-Miwah assets from East Asia Minerals to these new wholly owned subsidiaries:

  • Sangihe Gold Corporation is to become a precious metals exploration company focused on Eastern Indonesia. It will initially hold East Asia Minerals' 70% equity interest in the Sangihe gold project in North Sulawesi, Indonesia. The Sangihe project has an NI 43-101 compliant inferred resource of 1,075,263 ounces of gold equivalent (news release September 22, 2010).
  • Barisan Gold Corporation is to become a gold-copper porphyry exploration company focused on Indonesia. It will initially hold East Asia Minerals' 80% equity interest in the Barisan gold-copper porphyries (including the Abong epithermal gold deposit) and East Asia Minerals' 75% equity interest in the Takengon gold-copper project, all located in Aceh Province, Indonesia. The Upper Tengkereng prospect at Barisan returned an interval of 40 metres at 1.46g/t gold and 0.48% copper within a 691-metre fully mineralized hole with 0.39g/t gold and 0.30% copper in UTD002 (news release January 17, 2011).
  • East Asia Energy Corporation is to become a Mongolian mining and energy company. It will initially hold all of East Asia Minerals' Mongolian assets, which consist of early stage uranium and phosphate projects.

The directors and senior management teams of Sangihe Gold, Barisan Gold and East Asia Energy will consist of current directors and senior officers of East Asia Minerals.

Upon completion of the proposed internal reorganization and subject to applicable regulatory approvals, East Asia Minerals intends to distribute, by way of dividend-in-kind to current eligible East Asia shareholders, all of the shares in Sangihe Gold, Barisan Gold and East Asia Energy held by East Asia Minerals.

Immediately following distribution of the dividend-in-kind, Sangihe Gold and Barisan Gold intend to conduct rights offerings to raise the balance of funds necessary to conduct their near-term exploration and development activities. The rights offerings will entitle eligible shareholders to acquire additional shares in Sangihe Gold and Barisan Gold.

Michael Hawkins, President, CEO & Director of East Asia Minerals, commented: "With the continuing development of the large Miwah gold deposit, the significant value of our other assets has not been recognized. These transactions will allow our other assets, which we believe are potentially equally attractive to Miwah, to create their own market and raise their own funds to further exploration and add shareholder value."

Mr. Hawkins added: "We strongly believe this is a clear case where the sum-of-the-parts is significantly greater than the current market value of East Asia Minerals. These transactions will create market values for the other assets which we believe are quite significant given the discoveries made to date and the remaining economic potential."

East Asia Minerals anticipates completing these transactions by June 2011. The initial internal reorganization is expected to be completed in March 2011, following which East Asia intends to file preliminary prospectuses with the Canadian securities regulatory authorities for Sangihe Gold, Barisan Gold and East Asia Energy which will contain detailed information on the new companies as well as the terms of the dividends-in-kind and rights offerings. Completion of the proposed transactions is subject to a number of conditions including the approval of the TSX Venture Exchange and other applicable securities regulatory authorities.

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About East Asia Minerals Corporation
East Asia Minerals (TSX VENTURE:EAS) is an Asian-based, Canadian mineral exploration company with gold and copper exploration properties in Indonesia, and uranium exploration properties in Mongolia. In Indonesia the Company has a 70 to 85% interest in six advanced gold and gold-copper properties located in Aceh Province, Sumatra, and Sangihe Island, North Sulawesi. The Company owns seven uranium properties, including the advanced Ingiin-Nars, Ulaan Nuur and Enger uranium projects, and two phosphate properties in Mongolia. East Asia currently has 77,089,872 shares outstanding. Its shares are listed for trading on the TSX Venture Exchange under the symbol "EAS".

Caution Regarding Forward Looking Statements
Certain statements in this News Release, which are not historical in nature, constitute "forward looking statements" within the meaning of that phrase under applicable Canadian securities law. When used in this News Release, such statements use words such as "may", "will", "expect", "intend", "anticipate" and other similar terms. These statements reflect management's current assumptions and expectations regarding future results, performance or events as of the date hereof and by their nature are subject to certain underlying assumptions, known and unknown risks and uncertainties and other factors which may cause actual results, performance or events to be materially different from those expressed or implied by such forward looking statements. Forward looking statements involve significant risks and uncertainties and should not be read as guarantees of future or performance results. Accordingly, readers should not place undue reliance on any forward looking statement.

Forward looking statements in this News Release include, among other things, statements regarding the proposed internal reorganization, dividend-in-kind and rights offerings, and the proposed terms, conditions, structure and consequences thereof to the Company and its security holders; the timing and receipt of approvals and consents; future exploration activities; and the adequacy of financial resources, among others.

Forward looking statements are based on assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made. The Company believes that the assumptions and expectations reflected in such forward looking statements are reasonable. Assumptions have been made regarding, among other things, the Company's ability to reorganize its properties and interests to permit it to carry out the proposed transactions in an effective and reasonable manner; the Company's future exploration and development activities; timely receipt of third party or regulatory approvals; and the Company's ability to obtain financing as and when required and on reasonable terms. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which may have been used and that these factors and assumptions may be incomplete or incorrect.

Forward looking statements are also subject to known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from those expressed or implied by such forward looking information. Those risks include the interpretation of drill results and the estimation of mineral resources and reserves; the geology, grade and continuity of mineral deposits; the possibility that future exploration, development or mining results will not be consistent with our expectations; commodity and currency price fluctuation; failure to obtain adequate financing; regulatory, permitting and licensing risks; and general market and mining exploration risks.

Except as required by applicable securities laws, the Company disclaims any obligation to update or revise any forward looking statements to reflect events or changes in circumstances that occur after the date hereof. Forward looking statements should not be construed as investment advice. Readers should perform a detailed, independent investigation and analysis of the Company and are encouraged to seek independent professional advice before making any investment decision.

Caution Regarding U.S. Publication of Information in this News Release
The information contained herein is not for publication or distribution into the United States. The materials set forth herein is for informational purposes only and is not intended, and should not be construed as, an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities described herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or the laws of any state, and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws.

There is no intention to register any portion of the securities to be distributed pursuant to the proposed transactions in the United States or to conduct a public offering of securities in the United States.

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.

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