TORONTO, ONTARIO--(Marketwire - Oct. 12, 2012) - Pala Investments Limited ("Pala") is pleased to announce that on October 11, 2012 it entered into a subscription agreement (the "Subscription Agreement") with Asian Mineral Resources Limited ("AMR") to purchase 150,000,000 common shares of AMR (the "Shares") on a private placement basis at CDN$0.06 per Share for a total consideration of CDN$9,000,000, subject to the satisfaction of certain conditions (the "Pala Private Placement"). Under the terms of the Subscription Agreement and, in accordance with Multilateral Instrument 61-101 of the Canadian Securities Administrators, minority approval will be sought at a special meeting of AMR shareholders to be held on November 28, 2012.
As announced by AMR on October 11, 2012, AMR has entered into a subscription agreement with Lion Selection Group Limited ("Lion") whereby Lion will purchase 16,666,666 common shares of AMR on a private placement basis at CDN$0.06 per common share (collectively, with the Pala Private Placement, the "Private Placements"). Neither Private Placement is conditional upon the completion of the other.
Pala has also entered into a voting and support agreement with Asian Lion Limited, an affiliate of Lion, which owns 23,283,622 common shares of AMR (representing 6.5% of AMR's outstanding common shares), pursuant to which, amongst other things, it has agreed to vote its AMR shares in favour of the Pala Private Placement, including any shares it acquires after the date hereof.
Following completion of the Pala Private Placement and assuming Lion's private placement is completed, Pala will own 307,814,933 common shares of AMR (representing 58.6% of AMR's outstanding common shares on an undiluted basis) plus 54,166,667 common share purchase warrants of AMR (which if exercised, would bring its ownership interest in AMR to 62.5% on a partially diluted basis). Pala has also made an offer to purchase all of the issued and outstanding shares of Melior Resources Inc. ("Melior"), a shareholder of AMR which currently owns 47,272,727 common shares of AMR. If Pala were to acquire ownership of more than 50% of Melior shares, and assuming the successful completion of the Private Placements, then Pala will be deemed to also control the 47,272,727 common shares of AMR held by Melior. In such instance, Pala will own or control an aggregate of 355,087,660 common shares of AMR (representing 67.6% of AMR's outstanding common shares on an undiluted basis) plus 54,166,667 common share purchase warrants of AMR (which if exercised, would bring its ownership interest in AMR to 70.6% on a partially diluted basis).
Following completion of the Private Placements, AMR's issued share capital will be 525,207,161.
The purpose of Pala acquiring the securities of AMR is for investment purposes. Under the terms of the investor rights agreement previously entered into by Pala and AMR dated May 25, 2012, Pala has the right nominate two directors to the board of directors of AMR, which it has done. Pala intends to use its majority stake in AMR and its seats on AMR's board of directors to guide and engage the management of AMR in advancing its development of the Ban Phuc Nickel Project and enhancing shareholder value. Pala has no present intention to acquire additional 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 may acquire additional securities of AMR, or sell some or all of the securities of AMR it currently holds, in the open market, by private agreement or otherwise.
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.
Pala is a multi-strategy investment company dedicated to investing in, and creating value across the mining sector in both developed and emerging markets. Pala seeks to assist companies in which it has long-term shareholdings by providing strategic advice and innovative financing solutions.
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.