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
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
. 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
per AMR share for total consideration of
. 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
, 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."
, 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).