Pala Investments Limited

Pala Investments Limited

November 10, 2016 14:44 ET

Pala Investments Limited: Put Option Agreement to Acquire Shares of Asian Mineral Resources

TORONTO, ONTARIO--(Marketwired - Nov. 10, 2016) - Pala Investments Limited ("Pala") is pleased to announce that it has reached an agreement with Melior Resources Inc. ("Melior") to grant Melior a put option (the "Put Option") to require Pala to purchase 47,272,727 Asian Mineral Resources Limited ("AMR") common shares owned by Melior (the "Put Option Shares").

Under the terms of the Put Option, the price per AMR common share (an "AMR Share") will be equal to the lesser of (i) CAD$0.024 and (ii) the 30-day VWAP of the AMR Shares traded on the TSX Venture Exchange (the "TSXV") calculated as of market close on the day prior to the day the AMR Put Option is exercised by Melior less 10%. The Put Option may be exercised by Melior at any time following the closing of the previously announced acquisition by AMR of Kasbah Resources Limited ("Kasbah") pursuant to an Australian scheme of arrangement (the "Scheme"), until February 28, 2017. The exercise of the Put Option remains subject to approval of the TSXV pursuant to TSXV Policy 5.3 - Acquisitions and Dispositions of Non-Cash Assets.

Pala currently owns or controls, directly or indirectly, a total of 569,813,827 AMR Shares and 54,166,667 common share purchase warrants of AMR, representing 74% of the issued and outstanding AMR Shares on a partially diluted basis. The Put Option Shares represent 6% of the currently outstanding AMR Shares, on a non-diluted basis. Following the implementation of the Scheme and the exercise of the Put Option and the acquisition of the Put Option Shares by Pala, Pala would hold a total of 617,086,554 common shares in the combined entity, representing approximately 40.8% of the total outstanding common shares of the combined entity on an undiluted basis, or 37.1% on a fully diluted basis (in each case, based on 788,920,842 AMR Shares currently outstanding, 556,005,435 Kasbah shares currently outstanding which shall be exchanged for AMR Shares, 54,166,667 outstanding AMR common share purchase warrants held by Pala, 21,298,284 outstanding share purchase options for AMR Shares and 222,402,174 outstanding share purchase warrants for Kasbah shares).

Pala has granted the Put Option and upon its exercise by Melior, Pala will acquire these securities for investment purposes and may increase or decrease the investment in the securities of AMR depending on its evaluation of the business, prospects and financial condition of AMR, the market for AMR's securities, general economic and tax conditions and other factors.

Pala is relying on the private agreement exemption under section 4.2(1) of National Instrument 62-104 - Take-Over Bids and Issuer Bids ("NI 62-104") in connection with the granting of the Put Option and acquisition of the Put Option Shares.

Pala's address is 12 Castle Street, St. Helier, Jersey JE2 3RT. For further information please refer to the Early Warning Report posted on SEDAR or contact John Nagulendran at +41 41 560 9070.

About Pala

Pala is an investment company focused exclusively on the mining sector with a strong track record of successful investments and value creation. Pala's team has extensive experience within the sector and seeks to assist companies in which it has long-term shareholdings by providing strategic advice and innovative solutions in development, production, turnaround and advanced exploration situations. Pala invests across all geographies and in all mining commodities as well as mining services and consumables. For more information, visit www.pala.com.

Certain statements in the press release are forward-looking statements and are prospective in nature, including statements with respect to Pala's future intentions regarding the securities of AMR that it owns. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Such forward-looking statements should therefore be construed in light of such factors, and Pala is not under any obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

Contact Information

  • John Nagulendran
    +41 41 560 9070