TORONTO, ONTARIO--(Marketwire - Nov. 19, 2012) - Pala Investments Limited ("Pala") is pleased to announce that it has entered into a share purchase agreement (the "Share Purchase Agreement") relating to the proposed purchase of common shares of Asian Mineral Resources Limited ("AMR") from Vietnam Enterprise Investments Limited, Vietnam Growth Fund Limited and Vietnam Resources Investments (Holdings) Limited.
Under the terms of the Share Purchase Agreement, Pala will purchase an aggregate of 25,891,581 common shares of AMR (the "Shares"), representing approximately 7.2% of the currently issued and outstanding common shares of AMR, as known by Pala, at a price of CDN$0.06 per Share for total consideration of CDN$1,553,494.86. The purchase is subject to the completion of certain conditions, including completion of Pala's previously-announced private placement transaction with AMR by December 31, 2012.
In addition to the Share Purchase Agreement, as previously-announced, on October 11, 2012, Pala entered into a subscription agreement (the "Subscription Agreement") relating to a proposed purchase of 150,000,000 common shares of AMR on a private placement basis. The private placement is subject to the completion of certain conditions, including obtaining minority approval, which will be sought at a special meeting of AMR shareholders to be held on December 18, 2012. Concurrently with the execution of the Subscription Agreement, AMR also 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. Neither private placement is conditional upon the completion of the other.
Following completion of Pala's purchase of the Shares and assuming Pala's and Lion's private placements are completed, Pala will own and control, directly or indirectly, a total of 380,979,241 common shares of AMR and 54,166,667 common share purchase warrants of AMR, representing approximately 72.5% of the issued and outstanding common shares of AMR on an undiluted basis, or 75.1% on a partially diluted basis, as known by Pala.
The Shares will be acquired by way of a private purchase, made in reliance on the private agreement exemption under section 100.1(1) of the Securities Act (Ontario) and section 4.2(1) of Multilateral Instrument 62-104 - Take-Over Bids and Issuer Bids.
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.