EPM Mining Ventures Inc.

May 26, 2011 17:22 ET

EPM Mining Ventures Inc. Completes Acquisition of Holder of Utah Potash Leases

TORONTO, ONTARIO--(Marketwire - May 26, 2011) - EPM Mining Ventures Inc. ("EPM") (Canada – OTC) announced that it has closed the acquisition of 44170 Yukon Inc. ("BidCo") pursuant to the terms of an amalgamation agreement ("Amalgamation Agreement") between EPM, 44907 Yukon Inc. ("EPM Subco") and Bidco.

As part of the transaction,
  • the shareholders of BidCo received one voting common share of EPM (a "EPM Voting Share")
    for each common share of BidCo held, totaling 43,287,677 EPM Voting Shares issued;

  • the shareholders of BidCo received one non-voting common share of EPM (a "EPM Non-Voting
    Share
    ") for each class B common share of BidCo held, totaling 54,254,096 EPM Non-Voting
    Shares issued;

  • EPM acquired the properties and assets of BidCo;

  • EPM acquired a 40% interest in Emerald Peak Minerals, LLC ("Emerald Peak") which controls
    6,409 acres of land leased from the state of Utah ("State Leases") contiguous to the federal lands
    described below; and

  • EPM entered into a commercial arrangement whereby it will assume the operation of the State Leases, responsibility for the marketing and sale of potash and related minerals produced in respect of the State Leases. Emerald Peak was granted a royalty interest on the revenue generated in respect of the State Leases.

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, as no entity by federal law may control more than 96,000 federal acres, Bidco, through its subsidiary, was granted the rights to 95,171.96 acres. Prior to its acquisition of the Project Lands, Bidco completed a brokered financing through Cormark Securities Inc. of approximately C$30,100,000 that provided it with the funds necessary to make the bid on such leases. Bidco raised an additional C$438,018 through a non-brokered private placement. Following payment in full for the leases, Bidco will have approximately $9 million in cash remaining from the financings.

Lance D'Ambrosio, Chief Executive Officer of EPM, commented: "We are delighted with our success at the BLM auction and at the prospect of developing this world-class sulfate of potash prospect and maximizing its value."

In connection with the Amalgamation, EPM has made an application to list the EPM Voting Shares on the TSX Venture Exchange. The Company has received conditional approval of the TSX Venture Exchange for the listing of the EPM Voting Shares and is working to satisfy the conditions. It is anticipated that upon listing, EPM will have approximately 50.7 million EPM Voting Shares and approximately 54.3 million EPM Non-Voting Shares outstanding. The EPM Non-Voting Shares are convertible into EPM Voting Shares on a one-for-one basis and if all were converted, EPM would have approximately 105 million EPM Voting Shares outstanding.

In addition, in connection with the Amalgamation, EPM continued its corporate jurisdiction from Ontario to the Yukon, at which time the election of 4 new directors took effect. The new directors are Lance D'Ambrosio, Jeff Gentry, Daniel Basse and Theodore Botts. The Company also appointed Mr.D'Ambrosio as Chief Executive Officer.

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.
    Lance D'Ambrosio
    Chief Executive Officer
    (801) 288-3885