Ka An Development Co. Limited

May 09, 2016 16:30 ET

Ka An Development Co. Limited Acquires Common Shares of Eastern Platinum Limited

TORONTO, ONTARIO--(Marketwired - May 9, 2016) - Ka An Development Co. Limited ("Ka An") today announced that on May 5, 2016, it entered into a Share Purchase Agreement with Invesco Canada Ltd. in its capacity as (i) manager of each of Invesco Corporate Class Inc. on behalf of Trimark Canadian Class, Invesco Select Canadian Equity Fund, Trimark Canadian Fund and Trimark Canadian Small Companies Fund and (ii) sub-advisor of GWL Canadian Value Fund, pursuant to which Ka An acquired ownership and control of 12,777,994 common shares ("Common Shares") in the capital of Eastern Platinum Limited ("Eastern Platinum"), representing approximately 13.79% of the issued and outstanding Common Shares.

For purposes of calculating the percentage of Common Shares owned and controlled by Ka An, Ka An has assumed that there were 92,639,032 Common Shares outstanding as at May 5, 2016, as disclosed in Eastern Platinum's MD&A for the period ended December 31, 2015.

Other Information

The aggregate cash consideration paid by the Ka An to acquire the Common Shares that are the subject of this press release was is $15,078,032.92, being $1.18 per Common Share.

Ka An acquired control and ownership of, the Common Shares that are the subject of this press release for investment purposes.

In connection with the investment by Ka An in the Common Shares, Ka An intends to engage in communications with members of management and the board of directors of Eastern Platinum and other current or prospective shareholders, and may engage in communications with industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors with respect to Eastern Platinum.

While Ka An has no current plans or intentions that relate to or would result in:

(a) a merger, reorganization or liquidation, involving Eastern Platinum or any of its subsidiaries;
(b) a sale or transfer of a material amount of the assets of Eastern Platinum or any of its subsidiaries;
(c) a material change in the present capitalization or dividend policy of Eastern Platinum;
(d) a material change in Eastern Platinum's business or corporate structure;
(e) a change in the Eastern Platinum's charter, bylaws or similar instruments or another action which might impede the acquisition of control of the Issuer by any person or company;
(f) a class of securities of Eastern Platinum being delisted from, or ceasing to be authorized to be quoted on, a marketplace;
(g) Eastern Platinum ceasing to be a reporting issuer in any jurisdiction of Canada; or
(h) any action similar to any of those enumerated above;

depending upon various factors including, without limitation, Eastern Platinum's financial position, the price levels of the Common Shares, conditions in the securities markets and general economic and industry conditions, Ka An's business or financial condition and other factors and conditions Ka An deems appropriate, Ka An may develop such plans in the future.

Ka An may also formulate other purposes, plans or proposals regarding Eastern Platinum or any of its securities to the extent deemed advisable in light of general investment and trading policies, market conditions or other factors or may change its intention with respect to any and all matters referred to in this press release.

Subject to various factors, including those set forth above, Ka An intends to acquire additional Common Shares of Eastern Platinum in the future.

In addition, Ka An intends to effect a change in the board of directors of Eastern Platinum. In this regard, Ka An delivered notice to Eastern Platinum and its Corporate Secretary on May 6, 2016, pursuant to Eastern Platinum's Advance Notice Policy, of its intention to nominate six new directors at the upcoming annual general meeting of Eastern Platinum's shareholders to be held on June 15, 2016. A copy of that notice is attached to this press release as Exhibit "A". Subject to applicable securities and corporate laws, Ka An intends to solicit proxies from other shareholders of Eastern Platinum in support of the director nominees set forth in the notice.

Except as specifically indicated in this press release, neither the issuance of this press release in connection with the matters disclosed herein nor the anticipated filing by Ka An of the corresponding "early warning" report required to be filed in accordance with applicable Canadian securities laws is an admission that an entity named or otherwise referred to in this press release owns or controls any described securities or is a joint actor with another entity named or otherwise referred to in this press release.

Ka An's address and other contact information is set forth below. For further information, including to obtain a copy, once filed, of the "early warning" report required to be filed in accordance with applicable Canadian securities laws, contact Ka An at the address specified below.

Ka An Development Co. Limited
9/F Amtel Bldg
148 Des Voeux RD Central
Central Hong Kong
Attn: Liu Chang Yu, Managing Director
Tel: +86 156 5296 1195

EXHIBIT "A"

NOTICE OF DIRECTOR NOMINATIONS

TO: EASTERN PLATINUM LIMITED (THE "COMPANY")

AND TO: THE CORPORATE SECRETARY OF THE COMPANY

Reference is made herein to the Advance Notice Policy of the Company adopted by the board of directors of the Company on May 13, 2013 and ratified by the shareholders of the Company on June 12, 2013 (the "Advance Notice Policy"). Capitalized terms used but not otherwise defined herein have the meanings given to them in the Advance Notice Policy.

The undersigned Nominating Shareholder hereby provides notice, in accordance with the Advance Notice Policy, of its proposed nomination of the following persons (collectively, the "Nominating Shareholder Nominees" and each individually a "Nominating Shareholder Nominee") for election as a director of the Company at the Annual General Meeting of shareholders of the Company to be held on June 15, 2016:

Peter Clausi, B A, J D Principal Occupation, Business or Employment
St. Catharines, Ontario

Age: 52
Interim Chief Executive Officer, Director, Buccaneer Gold Corp. (November 2015 - present)

Buccaneer is a TSX Venture Exchange listed mineral exploration corporation whose long-term objective is to build a diversified corporation focused on the acquisition, exploration and development of mineral properties
General Counsel, EVP Corporate, GTA Resources and Mining Inc. (2007 - present (CEO from 2007 - 2012))

GTA is a TSX Venture Exchange listed mineral exploration company with currently three current projects, including the 51%-owned Northshore Gold Project located east of Thunder Bay and west of Hemlo, the 100%-owned Auden Project near Hearst, Ontario; and the 100%-owned zinc Burnt Pond Project in Newfoundland, proximate to the former producing Duck Pond Mine (copper-zinc)
Interim Chief Executive Officer, Director, Green Swan Capital Corporation (2011 - present)

Green Swan is a TSX Venture Exchange listed company engaged in the acquisition, directly and indirectly, sale and exploration of mineral properties in Canada.
Public Company Board Memberships:
Buccaneer Gold Corp.
Interactive Capital Partners Inc. (reporting issuer not traded on any exchange)
Green Swan Capital Corporation
Baja Mining Corp.
Common Shares of the Company Beneficially Owned, Controlled or Directed

Nil
Michael Cosic, CFA Principal Occupation, Business or Employment
Toronto, Ontario

Age: 47
Chief Financial Officer, Lithium Americas Corp. (November 2012 - November 2015)

Lithium Americas Corp. is developing the Cauchari-Olaroz lithium project, located in Jujuy province, Argentina, and the Lithium Nevada project (formerly Kings Valley project) in Nevada, U.S.A, with the intent to become a major supplier of lithium products.
Vice President, Corporate Development, Lithium Americas Corp. (December 2009 - November 2012)
Public Company Board Memberships:
None
Common Shares of the Company Beneficially Owned, Controlled or Directed

Nil
George G. Dorin, MSc(Econ), FCSI, CPA, CA, CF Principal Occupation, Business or Employment
South Surrey, British Columbia

Age: 63
President, CANUS Capital Corporation (2008 - present).

CANUS Capital provides corporate finance and senior financial management services to Canadian, US, and China-based public and private companies
Public Company Board Memberships:
Sino Rise Group Holding Corp.
Huaxing Machinery Corp
Gourmet Ocean Products Inc.
China Keli Electric Company Ltd.
Common Shares of the Company Beneficially Owned, Controlled or Directed

Nil
Douglas G. Perkins, BComm Principal Occupation, Business or Employment
Ouagadougou
Burkina Faso

Age: 63
Executive Director, Riverstone Karma SA (March 2015 - Present).

Riverstone is a subsidiary of a Canadian listed intermediate gold producer with five operating mines in West Africa.
President and Chief Executive Officer, Legend Gold Corporation (2011 -2014).

Legend Gold is a public mineral exploration company exploring for gold in the Republic of Mali.
Prior Public Company Board Memberships:
Legend Gold Corporation
GMA Resources Plc
Common Shares of the Company Beneficially Owned, Controlled or Directed

Nil
George Pirie Principal Occupation, Business or Employment
Connaught, Ontario

Age: 62
Director, Canadian Arrow Mines Limited (July 2009 - present)

Canadian Arrow is a TSX Venture Exchange listed mineral exploration and development company engaged in the exploration of properties in Ontario.
President and Chief Executive Officer, San Gold Corporation (December 2010 - April 2013).

San Gold Corporation was a TSX listed Canadian gold producer, explorer and developer with properties in Manitoba
Public Company Board Memberships:
Canadian Arrow Mines Limited
Common Shares of the Company Beneficially Owned, Controlled or Directed

Nil
Sam Wang, MBA, CPA, CGA Principal Occupation, Business or Employment
Richmond, British Columbia

Age: 46
Chief Financial Officer, Corporate Secretary, Director, Oriental Non-ferrous Resources Development Inc. (October 2015 - present)

Oriental Non-ferrous Resources Development Inc. is a Canadian Securities Exchange listed mining company with molybdenum properties in Mongolia
Chief Financial Officer, Director, Bard Ventures Ltd. (August 2015 - present)

Bard is a TSX Venture Exchange listed mining company with molybdenum properties in British Columbia, Canada
Chief Financial Officer, Corporate Secretary, 3TL Technologies Corp. (July 2015 - present)

3TL is a TSX Venture Exchange listed technology company with a focus on shopper marketing
Chief Financial Officer, Jiulian Resources Inc. (April 2013 - present)

Jiulian Resources is a TSX Venture Exchange listed mining company with precious metal mining assets in British Columbia, Canada
Chief Financial Officer, Corporate Secretary, Director, Sino Rise Group Holding Corp. (September 2012 - present)

Sino Rise is a China-based technology company listed on the Canadian Securities Exchange
Chief Financial Officer, Director MillenMin Ventures Inc. (May 2012 - August 2015)

MillenMin is a TSX Venture Exchange listed mining company with mining assets in Canada
Director & member of audit committee, EPI Environmental Technologies Inc. (April 2011 - October 2013)

EPI was a TSX Venture listed technology company specialized in biodegradable chemical additives for the plastic industry
Public Company Board Memberships:
Oriental Non-ferrous Resources Development Inc.
Bard Ventures Ltd.
Sino Rise Group Holding Corp.
Common Shares of the Company Beneficially Owned, Controlled or Directed

Nil

Except as disclosed below, within the last ten years before the date of this notice, no Nominating Shareholder Nominee was a director or executive officer of any company or acted in that capacity for a company that:

(a) was subject to a cease trade or similar order or an order denying the relevant company access to any exemptions under securities legislation, for more than 30 consecutive days;
(b) was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under the securities legislation, for a period of more than 30 consecutive days that was issued after the Nominating Shareholder Nominee ceased to be a director or executive officer and which resulted from an event that occurred while the Nominating Shareholder Nominee was acting in the capacity as director or executive officer;
(c) while the Nominating Shareholder Nominee was acting in that capacity or within a year of the Nominating Shareholder Nominee ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or has become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director;
(d) was subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority, or has entered into a settlement agreement with a securities regulatory authority; or
(e) was subject to any other penalties or sanctions imposed by a court or a regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

Mr. Clausi became a director and officer of Interactive Capital Partners Corporation ("ICPC") on July 3, 2014 when ICPC was already the subject of a cease trade order issued on May 8, 2012 as a result of its failure to meet its timely disclosure filing obligations. The cease trade order pre-dated Mr. Clausi's involvement with ICPC. Since Mr. Clausi joined the board all cease trade orders against ICPC have been revoked.

Mr. Dorin is a director of Huaxing Machinery Corp ("HUA"), which had a cease trade order issued against it on February 26, 2015. Due to its declining financial position, HUA's subsidiary operating company in China was unable to fund HUA, a reporting issuer that traded on the TSX Venture Exchange, and provide the ongoing regulatory and financial reporting required by the British Columbia Securities Commission. HUA was thus unable to complete an audit of its financial statements for the fiscal year ended December 31, 2014, which was to include restated financial statements for the prior year. It is expected that HUA will be delisted in May, 2016.

Mr. Dorin is also a director of China Keli Electric Co. Ltd ("ZKL"), which had a cease trade order issued against it by the British Columbia Securities Commission on September 8, 2014 for failure to timely file its audited consolidated financial statements for the year ended April 30, 2014. ZKL filed its audited consolidated financial statements for the year ended April 30, 2014 and the cease trade order was revoked by the British Columbia Securities Commission on July 15, 2015. ZKL is currently pursuing a going private transaction.

On August 18, 2010, Northern Star Mining Corp. ("Northern Star"), a company for which Mr. Pirie was at the time acting as Chief Executive Officer, filed a Notice of Intention to Make a Proposal under the Bankruptcy and Insolvency Act (Canada), providing it with protection from its creditors for a period of 30 days while it explored proposals to restructure its outstanding debt obligations and attempt to raise equity capital to finance further engineering and drilling programs on its properties. After seeking and obtaining several extensions to the 30-day period in which to file such a proposal under the Bankruptcy and Insolvency Act (Canada), Northern Star announced on January 24, 2011 that it would not seek any further extensions. As a consequence, Northern Star was deemed to have filed an assignment in bankruptcy.

Personal Bankruptcies

During the ten years preceding the date of this notice, no Nominating Shareholder Nominee has been declared bankrupt or made a voluntary assignment in bankruptcy; made a proposal under any legislation relating to bankruptcy or insolvency; or been subject to or instituted any proceedings, arrangement or compromise with creditors; or had a receiver, receiver manager or trustee appointed to hold the assets of the Nominating Shareholder Nominee.

Consents

Enclosed with this notice are consents, completed and executed by each of the Nominating Shareholder Nominees to act as a director of the Company and to being named in the proxy circular to be issued by management of the Company in connection with the Annual General Meeting of the Company to be held on June 15, 2016. The residential address and, where applicable, business address of the Nominating Shareholder Nominees in disclosed in each such consent.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS.]

Nominating Shareholder

The Nominating Shareholder is the registered holder of 12,777,994 common shares of the Company (the "Nominating Shareholder Shares"). Other than the Nominating Shareholder Shares, the Nominating Shareholder does not beneficially own or control, directly or indirectly, any voting securities of the Company.

DATED this 6th day of May, 2016

KA AN DEVELOPMENT CO. LIMITED

By: (Signed) Liu Changyu

Name: Liu Changyu

Title: Managing Director

Contact Information

  • Ka An Development Co. Limited
    Liu Chang Yu
    Managing Director
    +86 156 5296 1195