Prince Resource Corporation
TSX VENTURE : PNR.H

April 18, 2012 13:53 ET

Prince Resource Corporation Announces Operational Update and Private Placement

CALGARY, ALBERTA--(Marketwire - April 18, 2012) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Prince Resource Corporation (the "Company") (TSX VENTURE:PNR.H) wishes to announce various material changes that have occurred since September 17, 2003.

On September 17, 2003, the Company was cease traded by the Alberta Securities Commission (the "ASC") as a result of the Company's failure to file its annual audited financial statements for the year ended March 31, 2003 and first quarter interim unaudited financial statements for the period ended June 30, 2003 with the ASC as required under applicable securities legislation (the "AB CTO"). The Company was cease traded by the British Columbia Commission (the "BCSC") on September 17, 2003 as a result of the Company failing to file its comparative financial statements for its financial year ended March 31, 2003, its interim financial statements for the three-month period ended June 30, 2003 and its management discussion & analysis for the periods ended March 31, 2003 and June 30, 2003 with the BCSC as required under applicable securities legislation (the "BC CTO").

Effective June 27, 2004, the Company was transferred to the NEX board from the Tier 2 of the TSX Venture Exchange ("NEX").

In July of 2006, the Energy Resources Conservation Board ("ERCB") notified the Company of its decision to abandon all of the Company's shut-in wells due to the fact that the associated deposit required under the Licensee Liability Program remained outstanding.

On June 8, 2007, Richard Yu, May Yu and David Zhang resigned as directors of the Company and Tammy Ho, Anthony Barr, Francis Rambaransingh, Kelvin Leung, Kennis Chung and Easter Yu were appointed as directors of the Company. On June 8, 2007, May Yu also resigned as Treasurer of the Company and Tammy Ho, William Chan, and Easter Yu were appointed as Chief Executive Officer, Chief Financial Officer and Corporate Secretary respectively of the Company.

On September 6, 2007, Bruce Macovichuk was appointed as a director of the Company and Meir Porat resigned as a director of the Company. On October 8, 2007, Anthony Barr resigned as a director of the Company.

On June 6, 2010, Victor Quinto was appointed as the Chief Financial Officer of the Company, replacing William Chan.

On September 25, 2010, Victor Quinto was appointed as a director of the Company.

On April 1, 2011, Roselia Ho was appointed as the Corporate Secretary of the Company, replacing Easter Yu.

The Company successfully obtained a partial revocation of the AB CTO on July 8, 2010, as amended on May 13, 2011, and the BC CTO on July 16, 2010 as amended on May 16, 2011, which enabled the Company to complete a non-brokered private placement of 20,000,000 common shares (the "Common Shares") in the capital of the Company issued at a price of $0.05 per share for aggregate proceeds of $1,000,000 (the "Offering") on May 24, 2011.

Certain directors and officers of the Company acquired Common Shares under the Offering. Tammy Ho (Chief Executive Officer) subscribed for CDN $205,000 or 4,100,000 Common Shares; Roselia Ho (Corporate Secretary) subscribed for CDN $100,000 or 2,000,000 Common Shares; Francis Rambaransingh (director) subscribed for CDN $150,000 or 3,000,000 Common Shares; and Bruce Macovichuk (director) subscribed for CDN $20,000 or 400,000 Common Shares. Participation by the foregoing officers and directors was considered to be "related party transactions" 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 the board of directors of the Company, who in good faith determined that the transaction was exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as 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 were not listed for trading, and the Company needed to complete the Offering on an expedited basis. The Company considered the shortened timeframe to be reasonable under the circumstances.

Prior to the completion of the Offering, the foregoing parties did not own, directly or indirectly, or control any outstanding Common Shares. 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: Tammy Ho: 10.83%; Roselia Ring Mon Ho: 5.28%; Francis Rambaransingh: 7.92%; and Bruce Macovichuk: 1.06%.

The proceeds of the Offering were used to fund the general working capital of the Company and to pay the Company's outstanding liabilities. The Common Shares issued pursuant to the Offering were subject to a four-month and one day hold period and could not be traded under applicable securities laws until September 25, 2011.

On September 7, 2011, Kennis Chung resigned as a director of the Company and See Mon Ho was appointed as a director of the Company. See Mon Ho resigned as a director of the Company on November 29, 2011. The Company's current directors are Tammy Ho, Bruce Macovichuk, Victor Quinto, Easter Yu, Francis Rambarasingh and Kelvin Leung. The Company's current management team is comprised of Richard Yu (President), Tammy Ho (Chief Executive Officer), Victor Quinto (Chief Financial Officer) and Roselia Ho (Corporate Secretary).

The Company is currently applying for an order from the ASC for the full revocation of the AB CTO, as well as for an order from the BCSC for the full revocation of the BC CTO. Upon the full revocation of the AB CTO and the BC CTO, the Company intends to request reinstatement to trading on NEX, then proposes to complete a reactivation transaction in order to relist the shares of the Company on the TSX Venture Exchange.

The Company currently has no active business. The directors and officers of the Company continue to work diligently to explore new business opportunities in the United States, Canada and Asia that will constitute its reactivation transaction upon the full revocation of the Alberta and British Columbia cease trade orders.

Neither NEX, the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the Policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Prince Resource Corporation
    Tammy Ho
    Chief Executive Officer
    (403) 230-3089
    (403) 295-1842 (FAX)