Martina Minerals Corp.

December 07, 2011 15:04 ET

Martina Minerals Corp. (Formerly Manor Global Inc.) Closes Its Qualifying Transaction With Compostela Mining Limited

TORONTO, ONTARIO--(Marketwire - Dec. 7, 2011) - Manor Global Inc. ("Manor" or the "Company"), a capital pool company, today announced that it has closed its qualifying transaction (the "Qualifying Transaction") with Compostela Mining Limited ("Compostela"), as further described in Manor's Filing Statement dated August 29, 2011 (the "Filing Statement"), pursuant to which Manor acquired all of the issued and outstanding securities of Compostela. Compostela is a private Isle of Man company which owns interests in two tribal mining properties located adjacent to the well known Diwalwal high-grade gold mining center in the Compostela Valley area of Mindanao, Philippines.

In connection with the Qualifying Transaction, Manor changed its name to Martina Minerals Corp. ("Martina"). The TSX Venture Exchange (the "Exchange") conditionally approved the Qualifying Transaction on August 31, 2011. Final Exchange approval was received today. The common shares of Martina will commence trading on the Exchange under the symbol "MTN" at the open of markets on December 9, 2011.

William McLucas, President and C.E.O. of Martina, remarked: "Completion of this transaction in such difficult market conditions is a major achievement and we are looking forward to an exciting exploration season in 2012."

Pursuant to the terms of the share exchange agreement, shareholders of Compostela received two Martina units ("Martina Units") in exchange for each Compostela share held. Each Martina Unit consists of common one share of Martina and one common share purchase warrant of Martina (a "Warrant"), with each such Warrant being exercisable into a further common share of Martina for a period of 18 months from closing at an exercise price of CDN$0.10.

Concurrent with the completion of the Qualifying Transaction, Compostela closed a private placement of 7,500,000 common shares at an issue price of $0.10 each for gross proceeds of $750,000 (the "Financing"). The 7,500,000 shares of Compostela so issued were exchanged pursuant to the share exchange agreement for 15,000,000 Martina Units. Loewen, Ondaatje, McCutcheon Limited ("LOM") acted as agent on the $500,000 brokered portion of the Financing. Compensation paid to LOM consisted of 1,000,000 compensation options and $40,000 in cash. Total finder's compensation paid to participating securities dealers on the $250,000 non-brokered portion of the Financing consisted of 400,000 compensation options and $20,000 in cash commission. Each compensation option is exercisable into one Martina Unit at any time prior to May 30, 2013 at an exercise price of $0.05.

As part of the Qualifying Transaction, the former shareholders of Compostela (including the participants in the Concurrent Financing) received 112,800,345 Martina Units at an ascribed price of $0.05 per unit, of which 47,030,000 are subject to an escrow period of 3 years, as more particularly described in the Filing Statement.

Martina now has outstanding a total of 126,878,485 common shares, 112,800,345 Warrants, 1,400,000 compensation options and 10,000,000 replacement options issued in exchange for previously outstanding Compostela options (each replacement option being exercisable into one Company share on or before October 7, 2015 at an exercise of $0.10).

Effective upon closing of the Qualifying Transaction, the Board of Directors and senior management of Martina now consist of the following individuals: William McLucas, Director, President and CEO; Robert Schafer, Chairman of the Board; Harvey McKenzie, Director and CFO; David Cather, Director; Charles de Chezelles, Director; and Grant Sawiak, Secretary. For a more detailed description of the Qualifying Transaction, together with biographies of each member of the Board and management, please consult the Filing Statement, available at www.sedar.com.

About Martina Minerals Corp.

Martina Minerals Corp. is an advanced exploration and development company which owns interests in two tribal mining properties located adjacent to the well known Diwalwal high-grade gold mining center in the Compostela Valley area of Mindanao, Philippines.

FORWARD-LOOKING STATEMENTS

This press release includes certain "forward-looking statements". All statements regarding the ability of the Company to successfully integrate the businesses of Manor Global Inc. and Compostela Mining Limited and to delineate new resources in proposed drilling programs are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. All statements that are not historical facts, including without limitation statements regarding future estimates, plans, objectives, assumptions or expectations of future performance, are "forward-looking statements". We caution you that such "forward looking statements" involve known and unknown risks and uncertainties that could cause actual results and future events to differ materially from those anticipated in such statements. The Company expressly disclaims any obligation to update any forward-looking statements except as may be required by law. The Qualifying Transaction remains subject to TSX Venture Exchange review and approval of customary post-closing filings.

NEITHER THE 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

  • Martina Minerals Corp.
    William McLucas
    President & CEO
    +44 7881 816 980