EPM Mining Ventures Inc.

April 18, 2011 16:01 ET

EPM Mining Ventures Inc. Agrees to Acquire Holder of Utah Potash Leases

TORONTO, ONTARIO--(Marketwire - April 18, 2011) - EPM Mining Ventures Inc. ("EPM") (Canada – OTC) announced today the signing of an amalgamation agreement ("Amalgamation Agreement") between EPM, 44907 Yukon Inc. ("EPM Subco") and 44170 Yukon Inc. ("BidCo"). The Amalgamation Agreement provides for EPM Subco and BidCo to amalgamate (the "Amalgamation") under the Business Corporations Act (Yukon) upon the terms and conditions set out therein.

The Amalgamation Agreement provides that:

  • BidCo and EPM Subco will amalgamate and continue as an amalgamated company ("Amalco");

  • The shareholders of BidCo ("BidCo Shareholders") shall receive one fully paid and nonassessable common share of EPM (a "EPM Voting Share") for each common share of BidCo (a "BidCo Voting Share") held and the BidCo Voting Shares will be cancelled;

  • The BidCo Shareholders shall receive one fully paid and non-assessable common non-voting share of EPM (a "EPM Non-Voting Share") for each class B common share of BidCo (a "BidCo Non-Voting Share") held and the BidCo Non-Voting Shares will be cancelled;

  • All of the property and assets of each of the amalgamating corporations will be the property and assets of Amalco and Amalco will be liable for all of the liabilities and obligations of each of the amalgamating corporations; and

  • Amalco will thereafter be a wholly-owned subsidiary of EPM.

The purpose of the Amalgamation is to allow EPM to acquire the properties and assets of BidCo. On April 5, 2011, Bidco, through its wholly-owned U.S. subsidiary, participated in federal lease auction for 125,761.76 acres of land conducted by the U.S. Department of the Interior, Bureau of Land Management (the "BLM") for the Known Potash Leasing Area at Sevier Lake (the "Project Lands") in Utah. Bidco's subsidiary was the high bidder on the entire acreage offered. However, no entity by federal law may control more than 96,000 federal acres. Thus, Bidco, through its subsidiary, will be granted the rights to 95,171.96 acres. Prior to its acquisition of the Project Lands, Bidco had completed a brokered financing led by Cormark Securities Inc. that provided it with the funds necessary to make the bid on such leases. In addition, Bidco has approximately $9 million in cash remaining from the financing.

In connection with the Amalgamation, EPM has made an application to list the EPM Voting Shares on the TSX Venture Exchange. The finalization of the above transactions are dependent upon the Company receiving conditional approval of the TSX Venture Exchange for the listing of the EPM Voting Shares. It is anticipated that upon listing, EPM will have approximately 41.9 million EPM Voting Shares and approximately 63.1 million EPM Non-Voting Shares outstanding.

In connection with the above transactions, the Company has entered into an agreement with a financial advisor whereby upon successful completion it will pay the advisor a fee of U.S. $416,480.

Forward-Looking Information

This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, information with respect to EPM's future business. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects", or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "does not anticipate", or "believes" or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", or "will be taken", "occur", or "be achieved". Forward-looking information is based on the opinions and estimates of management at the date the information is made, and is based on a number of assumptions and is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of EPM to be materially different from those expressed or implied by such forward-looking information, including risks associated with the future business and development of the company and the actual terms of any agreement that would be entered into in respect of the possible acquisition described in this press release. Although EPM has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. EPM does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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

  • EPM Mining Ventures Inc.
    Stephen Jones
    President and Secretary
    (979) 775-7502