New Era Minerals Inc.



May 29, 2014 19:30 ET

KCC Capital Corporation Completes Qualifying Transaction and Changes Name to New Era Minerals Inc.

VANCOUVER, BRITISH COLUMBIA--(Marketwired - May 29, 2014) - New Era Minerals Inc. (formerly "KCC Capital Corporation") (the "Company") is pleased to announce that it has completed its qualifying transaction (the "Qualifying Transaction") pursuant to the policies of the TSX Venture Exchange ("TSXV"). In connection with the Qualifying Transaction, the name of the Company was changed from KCC Capital Corporation to New Era Minerals Inc. The Company anticipates that at the open of trading on June 2, 2014, the Company will no longer be considered a Capital Pool Company and the Company's common shares (the "Common Shares") will be reinstated for trading on the TSXV under the trading symbol "NEM". The Company will be classified as an "Exploration and Mineral Development" Tier 2 Issuer on the TSXV.

Pursuant to the Qualifying Transaction, Haijin International Limited ("Haijin") amalgamated with a British Virgin Island subsidiary of the Company to continue as an amalgamated company ("Amalco") and the Company acquired all of the outstanding shares of Haijin (the "Haijin Shares"), in exchange for the issuance of 76,596,000 Common Shares at a deemed price of Cdn$0.50 per share, as follows: (i) 69,000,000 Common Shares were issued to shareholders of Haijin existing prior to the transaction (the "Existing Haijin Shareholders") in exchange for 69,000,000 Haijin Shares held by the Existing Haijin Shareholders; (ii) 4,146,000 Common Shares were issued to shareholders of Haijin (the "Haijin Private Placement Shareholders") in exchange for 4,146,000 Haijin Shares held by the Haijin Private Placement Shareholders and purchased under a private placement that closed immediately prior to the closing of the Qualifying Transaction at a price of Cdn$0.50 per Haijin Share; and (iii) 3,450,000 Common Shares were issued to Cinaport Inc. ("Cinaport") in exchange for 3,450,000 Haijin Shares issued to Cinaport immediately prior to the closing of the Qualifying Transaction pursuant to an Advisory Agreement dated September 19, 2012 in connection with Cinaport's services in advising Haijin with respect to the Qualifying Transaction.

61,333,333 Common Shares (the "Transaction Escrowed Securities") issued to Existing Haijin Shareholders are subject to a TSXV Surplus Escrow Agreement to be released in stages over the following three years, and 3,277,500 Common Shares issued to Cinaport are subject to trading restrictions over the following three years that correspond with the same dates of release from escrow as the Transaction Escrowed Securities.

Prior to the closing of the Qualifying Transaction, the Company consolidated its capital on a 8.41 old for one (1) new basis. The 76,596,000 Common Shares issued pursuant to the Qualifying Transaction were issued on a post-consolidation basis of one Haijin Share for each Common Share.

As a result of the Qualifying Transaction, Amalco became a wholly-owned subsidiary of the Company. Haijin has a 95% interest in the Suyeke Nickel Deposits in Tuoli County, Xinjiang, China.

The Board of Directors of the Company now consists of: Cheng Kam On, Sun Tian Xiang, Joanne Yan, Thomas Greg Hawkins, David Kong, Dickson Hall and Don Wright. The officers of the Company are Cheng Kam On - Chairman of the Board of Directors, Sun Tian Xiang - Chief Executive Officer, Wei (Samuel) Shen - Chief Financial Officer and Weishan (Vicky) Gao - Corporate Secretary.

In connection with the Qualifying Transaction, the Company obtained a new CUSIP and ISIN number: CUSIP#644299109; ISIN#CA6442991098. The "old" common shares of the Company (CUSIP #48243B) will be delisted.

In connection with the Qualifying Transaction, Cheng Kam On, Chairman and a director of the Company, through the issuance to Haijin Group Limited ("HGL"), a company 100%-owned by Mr. Cheng, has ownership, directly or indirectly, or exercises control or direction over, an aggregate of 51,333,333 Common Shares, representing approximately 66.13% of the issued and outstanding Common Shares.

Details respecting the Qualifying Transaction can be found in the Company's Amended and Restated Filing Statement dated May 9, 2014, which is available for downloading under the Company's SEDAR profile at www.sedar.com.

About New Era Minerals Inc.

New Era Minerals Inc., through its wholly-owned indirect subsidiary, Haijin International Group Limited, owns 95% of Xinjiang Yongkun Mining Co. Ltd. ("Yongkun"). Yongkun's principal activities are the exploration, evaluation and development of mineral property interests in the People's Republic of China ("PRC"), including Yongkun's 100%-owned Suyeke North nickel property located in Tuoli County, Tacheng Area, Xinjiang-Uyghur Autonomous Region, PRC.

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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