Pala Investments Holdings Limited

Pala Investments Holdings Limited

April 04, 2012 15:59 ET

Pala to Increase Proposed Investment in Asian Mineral Resources Limited

TORONTO, ONTARIO--(Marketwire - April 4, 2012) - In furtherance to its press release of March 1, 2012, Pala Investments Holdings Limited ("Pala") announced today that it has agreed to increase its proposed investment (the "Private Placement") in Asian Mineral Resources Limited ("AMR") from 71,666,667 units to 108,333,333 units. The units are to be acquired at a price of CDN$0.06 per unit for a total purchase price of CDN$6,500,000, subject to the completion of satisfactory due diligence by Pala and certain other conditions. Each unit will consist of one common share of AMR (each, a "Share") and one half of one share purchase warrant (with each whole warrant being a "Warrant"). Each Warrant will entitle Pala to purchase one Share at a price of CDN$0.10 for a period of five years from the closing of the Private Placement.

In connection with the increase in the Private Placement, Pala has entered into an amendment to the Subscription Agreement dated March 1, 2012 (the "Subscription Agreement") with AMR to provide for the increase in the Private Placement, to extend Pala's due diligence completion date from April 4, 2012 to April 18, 2012, and to extend the outside closing date for the Private Placement from July 6, 2012 to July 31, 2012. As previously disclosed, completion of the Private Placement and related transactions remains subject to obtaining required regulatory approvals and the approval of AMR's shareholders, which is to be sought at a special meeting of AMR's shareholders.

In connection with the increase in the Private Placement, Pala has entered into certain amending agreements pursuant to which consequential amendments have been made to a Share Purchase Agreement with Mellford Pte. Ltd and Sword Investments Private Limited, a Right of First Refusal Agreement with Malaysia Smelting Corporation Berhad ("MSC"), and two Voting and Support Agreements, one with MSC and one with Asian Lion Limited, to, among other things, reflect the amendments made to the Subscription Agreement. For details of the terms of each of these agreements, please see Pala's press release of March 1, 2012.

Pala does not currently own or control any securities of AMR. Pala intends to acquire the Shares and Warrants for investment purposes and may increase or decrease its investment depending upon future market conditions. Assuming that closing of both the Private Placement and the Share Purchase Agreement occur, Pala will own and control, directly and indirectly, a total of 157,814,933 Shares, representing approximately 50.7% of the issued and outstanding Shares (on an undiluted basis) that are expected to be outstanding at the closing of the Private Placement. Pala will also own 54,166,667 Warrants which, if exercised, would bring its ownership interest to 58.0% (on a partially-diluted basis).

Pala's address is 12 Castle Street, St. Helier, Jersey JE2 3RT. For further information please refer to the Amended Early Warning Report posted on SEDAR today.

About Pala

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's exclusive investment advisor, Pala Investments AG, has extensive experience within the mining sector. Pala Investments seeks to assist companies in which it has long-term shareholdings by providing strategic advice and innovative financing solutions. For more information, visit www.pala.com.

Forward-Looking Statements

Certain statements in this 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 and statements relating to the closing of the above transactions. 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.

Contact Information

  • Pala Investments Holdings Limited
    Colin Murray
    011 41 41 560 9070
    www.pala.com