Prince Resource Corporation
TSX VENTURE : PNR.H
NEX BOARD : PNR.H

October 17, 2014 19:09 ET

Prince Resource Corporation Announces Closing of Non-Brokered Private Placement

CALGARY, ALBERTA--(Marketwired - Oct. 17, 2014) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. WIRE SERVICES

Prince Resource Corporation (NEX:PNR.H) (the "Company") is pleased to announce that further to its news release of September 23, 2014, the Company has closed its non-brokered private placement of units for gross proceeds of CDN$500,100 (the "Offering").

The closing consisted of 3,333,999 units (the "Units") at a price of $0.15 per Unit. Each Unit consists of one common share in the capital of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to purchase one additional Common Share (a "Warrant Share") at a price of $0.15 per Warrant Share until October 15, 2015. The Company did not pay any finder's fees in connection with the Offering.

Certain directors and officers of the Company have acquired Common Shares under the Offering. Roselia Ho (Corporate Secretary) subscribed for $150,000 or 1,000,000 Units. Easter Yuet Wah Yu (Director) subscribed for $200,000 or 1,333,333 Units. Participation by each of the foregoing officers and directors is considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Offering and the issuance of the Common Shares to the foregoing officers and directors was approved by Company's board of directors, including the six independent directors (in respect of the Offering), who in good faith determined: (a) that the transaction is exempt from the formal valuation requirements of MI 61-101 because the transaction is a distribution of securities of the Company for cash and neither the Company nor either of Roselia Ring Mon Ho and Easter Yuet Wah Yu had knowledge of any material information concerning the Company or its securities; and (b) that the transaction is exempt from the minority shareholder approval requirements of MI 61-101 because (i) the Company's securities are listed for trading only on the NEX board of the TSX Venture Exchange Inc.; and (ii) the fair market value of the consideration paid by such persons is less than $2,500,000.

The material change report in connection with the related party transaction was not filed at least 21 days in advance of the closing of the Offering as the Common Shares of the Company and the Company needed to complete the Offering on an expedited basis. Therefore, the Company considers the shortened timeframe to be reasonable under the circumstances.

As a result of the completion of the Offering, the foregoing parties now directly or indirectly own or control the following percentages of outstanding Common Shares: (a) Easter Yuet Wah Yu - 5.18%; and (b) Roselia Ho - 6.43%.

The Company intends to use the proceeds of the Offering to fund general working capital and pay its outstanding liabilities.

All securities issued pursuant to the Offering are subject to a four-month and one day hold period and may not be traded under applicable securities laws until February 16, 2015.

Neither the 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.

Forward-Looking Information

This release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include regulatory actions, market prices, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

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