Mediterranean Resources
NEX BOARD : MNR.H
PINKSHEETS : MNRUF
TSX VENTURE : MNR.H

February 20, 2015 08:30 ET

Mediterranean Announces Results of Special Meeting of Shareholders and Provides Corporate Update

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Feb. 20, 2015) - Mediterranean Resources Ltd. (the "Company") (NEX BOARD:MNR.H) (PINKSHEETS:MNRUF) is pleased to announce the results of the Company's Special Meeting of Shareholders held on February 19, 2015 with respect to the Asset Sale Resolution and to provide a general corporate update.

In the news release dated January 15, 2015, the Company announced entry into a Share Purchase Agreement dated January 13, 2015 (the "Share Purchase Agreement"), whereby the Company agreed to sell its remaining 80% interest in Akdeniz Resources Madencilik A.S. to Cengiz Kaya (the "Purchaser"), for gross proceeds of CAD $9 million as more particularly set forth in the Information Circular dated January 19, 2015. The sale was subject to both stock exchange and shareholder approval. For shareholder approval, the Asset Sale Resolution was required to be approved by: (i) at least two-thirds of the votes cast by shareholders present in person or represented by proxy; and (ii) for the purposes of NEX approval and compliance with Multilateral Instrument 61-101, a majority of the votes cast by all disinterested shareholders present in person or represented by proxy.

At the Meeting, the Company received shareholder approval that exceeded the required thresholds for both the special resolution and the disinterested ordinary resolution. There were no disinterested shareholders and therefore all shares were included for the purposes of calculating approval of the Asset Sale Resolution.

The details of the voting were as follows:

VOTING RESULTS
Total Votes For Against
6,141,496 6,137,391 (99.93%) 4,105 (0.07%)

"This confirms the overwhelming support of our shareholders for the sale," said the Company's Chairman and CEO Robert Abenante. "The market conditions for raising capital in the resource space and the escalating political risks for the Yusufeli project made this a clear choice for shareholders."

The Company had previously received conditional approval of the Share Purchase Agreement from the NEX pending shareholder approval and the filing of certain documentation. The Company is pleased to report that in addition to receiving shareholder approval, it has now completed the necessary regulatory filings and received NEX approval for the closing of the Share Purchase Agreement.

In the news release dated December 18, 2014, the Company announced a private placement of up to $1.5M. These funds were to be used primarily to advance the development of its Yusufeli project and to settle short-term creditor obligations. The Company has now received approval to divest its primary asset and has negotiated to postpone payments to creditors until the closing of the sale and therefore will no longer be proceeding with the proposed private placement.

The Company would also like to announce that it has entered into shares for debt agreements with certain creditors and one officer of the Company, pursuant to which the Company will issue 427,646 of its common shares at a deemed price of $0.25 per common share to satisfy $106,911.46 of outstanding amounts owing. Of the 427,646 common shares, a total of 240,000 common shares are issuable to Anthony Jackson, the Company's Chief Financial Officer. The shares will be subject to resale restrictions for a period of four months and one day from the date of issuance under applicable securities legislation. The Company has received NEX approval for the issuance of the shares.

In a final comment, Mr. Abenante said, "We are very pleased with the continued support shown by our shareholders. We continue to make significant progress in turning this Company around and upon the closing of the sale believe we will be in strong position to take advantage of opportunities in the resource market."

Signed on behalf of the Board of Directors.

Robert Abenante, Chairman, President & CEO

This news release contains forward-looking information, which involves known and unknown risks, uncertainties and other factors that may cause actual events to differ materially from current expectations, including the ability of the Company to close the Share Purchase Agreement and identify new opportunities. Important factors that could cause actual results to differ materially from the Company's expectations include the Purchaser's ability to close the Share Purchase Agreement, market and commodity fluctuations in general and other factors outside the control of the Company in additional to those factors disclosed in the Company's documents filed from time to time on SEDAR (see www.sedar.com). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Neither the NEX, 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