TORONTO,
June 25, 2012 /CNW/ - Asian Mineral
Resources Limited ("AMR") (TSX-V: ASN) and Melior Resources Inc.
("Melior") (TSX-V: MLR) announced today that they have agreed to a
strategic investment whereby Melior will provide equity funding of
CDN$5,500,000 to AMR (the "Strategic
Investment"). The cash from the Strategic Investment will be used
by AMR to fund capital expenditure to bring the Ban Phuc Nickel
Project into commercial production which is expected to occur by
June 2013. This transaction follows
the recent private placement by Pala Investments Holdings Ltd.
("Pala") in AMR which successfully closed on May 25, 2012.
To implement the Strategic Investment, AMR and
Melior have entered into a subscription agreement (the
"Subscription Agreement") whereby Melior will, subject to the
satisfaction of certain conditions, purchase 50,000,000 common
shares at CDN$0.11 per AMR share for
total consideration of CDN$5,500,000.
Following the completion of this transaction, Melior will own 13.8%
of AMR's outstanding common shares on an undiluted basis. Melior
will also have the right to designate one nominee to be appointed
to the Board of Directors of AMR pursuant to an Investor Rights
Agreement.
The terms of the Strategic Investment were
considered and recommended by the respective special committees of
independent directors of Melior and AMR established to evaluate
strategic transactions. The transaction has an outside closing date
of July 31, 2012 and is subject to
obtaining required TSX Venture Exchange approval. The Subscription
Agreement and the Investor Rights Agreement will be posted on SEDAR
at www.sedar.com.
Mr. James Askew,
Director and Chair of the Special Committee of AMR, stated, "AMR is
pleased to secure further funding for the development of the Ban
Phuc Nickel Project from Melior. With the additional capital, AMR
has significantly strengthened its financial position and will be
able to remain focused on its continuing investment in the
Son La Province and completing
construction of the Ban Phuc Nickel Project. We are moving swiftly
to progress development and expect to bring the project into
commercial production within the next twelve months."
Mr. Charles
Entrekin, Chairman and Chief Executive Officer, and Chair of
the Special Committee of Melior, stated: "Following Melior's
announcement on May 16, 2012
regarding our review of strategic alternatives, we are pleased to
be making this strategic investment in AMR. This transaction will
enable Melior to add value by providing financial support for the
Ban Phuc Nickel Project and supporting the management of AMR with
additional mining and corporate finance expertise. We look forward
to working closely with the management of AMR to quickly realize
the full potential of the project. The Ban Phuc Nickel Project
meets Melior's investment criteria being a mining project in
industrial metals that is nearing commercial production with strong
growth potential."
Pala is a significant shareholder of both companies
owning 157,814,933 common shares of AMR (representing 43.7% of
AMR's outstanding share capital, on an undiluted basis after giving
effect to this transaction) plus 54,166,667 common share purchase
warrants of AMR (which if exercised, would bring its ownership
interest in AMR to 51% on a partially diluted basis after giving
effect to this transaction) and 76,195,833 common shares of Melior
(representing 43.9% of Melior's outstanding share capital, on an
undiluted basis).
Forward-Looking Statements
This press release includes certain "Forward-Looking Statements."
All statements, other than statements of historical fact, included
herein, including without limitation, statements regarding
completion of the transactions described in this press release and
the achievement of expected benefits, potential mineralization and
reserves, expected date of commercial production of the Ban Phuc
Nickel Project, exploration results and future plans and objectives
of AMR or Melior respectively are forward-looking statements that
involve various risks and uncertainties. There can be no assurance
that such statements will prove to be accurate and actual results
and future events could differ materially from those anticipated in
such statements. Important factors that could cause actual results
to differ materially from AMR's and Melior's expectations are
disclosed, respectively, under the heading "Risk Factors" in AMR's
Annual Information Form dated April 27,
2012 and Melior's Annual Information Form dated October 28, 2011 and elsewhere, respectively, in
AMR's or Melior's documents filed from time-to-time on SEDAR.
Forward‐looking statements are qualified entirely by this
cautionary statement and are given only as at the date of this
press release. AMR and Melior disclaim any obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
law.
Neither 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.
SOURCE Melior Resources Inc.
