| ||July 29, 2009|
New Meridian Further Defines the Letter of Intent to Purchase all of the Shares Of Philippine Metals Corp
| ||New Meridian Mining Corp. ("New Meridian" or the "Corporation") (NEX: NWC.H) announces additional details regarding terms of the binding letter of intent ("LOI") entered into with Philippine Metals Corp. ("PMC"), a private Alberta corporation. The LOI was first announced on May 27th, 2009. |
The LOI contemplates that New Meridian and PMC will enter into a business combination by way of an amalgamation, arrangement, takeover bid, share purchase, asset purchase or other similar form of transaction (the "Transaction"). It is currently anticipated that the Transaction will be completed by way of the amalgamation of New Meridian and PMC; however, the final structure of the business combination is subject to receipt of final tax, corporate and securities law advice for both New Meridian and PMC.
PMC has recently completed a private placement offering (the "PMC Offering") of its common shares (the "PMC Shares") at the price of $0.30 for gross proceeds of $487,599. There are presently 24,259,826 PMC Shares outstanding. In addition there are 2,250,000 incentive stock options issued to directors, management, consultants and employees with an exercise price of $0.50 per common share. PMC has retained PI Financial Corp. as its financial advisor and to assist in additional fund raising.
Pursuant to the Transaction, the holders of the issued and outstanding PMC Shares will transfer their PMC Shares to New Meridian on a one for one basis (the "Share Consideration"). The LOI also provides that as part of the Transaction, New Meridian will consolidate its outstanding common shares at a ratio of 2:1. There are presently 2,213,745 common shares of New Meridian outstanding. Based on the current share capital structure of both companies as outlined herein, post completion of the Transaction and prior to accounting for the current NWC financing, PMC will own approximately 95.6%, and NWC approximately 4.4%, of the basic issued and outstanding share capital of resulting combined company.
PMC will prepare a geological report on its material mineral properties in the form prescribed by National Instrument 43-101 prior to completion of the Transaction.
The parties to the LOI are preparing a definitive agreement which is expected to be completed prior to August 31, 2009.
This non-arms length Transaction is conditional upon the execution of a definitive agreement, completion of satisfactory due diligence, receipt of shareholder, court (if applicable) and regulatory approval, and receipt of third party consents and other conditions customary in a transaction of this nature.
Further information regarding PMC and the Transaction will be provided in a press release following the consummation of a definitive agreement by the parties.
PMC is a mineral exploration company operating in the Philippines with three projects: Taurus, Malitao and Dilong. Based on its geological environment, the company's management believes that the Philippines has the geological potential to host large world-class deposits of gold and base metals.
The Company has recently been granted an Exploration Permit ('EP') for the Taurus-Suhi Massive Sulphide Project, which is located within the Province of Leyte. The Taurus property covers an area of 9,895 contiguous hectares and features an ophiolite hosted massive sulphide belt and a consolidated historic mining belt within one tenement.
The Malitao Project is located in the Calanasan municipality, Kalinga-Apayao Province, northern Luzon. PMC is in the process of finalizing its Exploration Permit Application (EPA). The property consists of 971 hectares and is predominantly a Cu-Au massive sulphide prospect interpreted as a "Manto Replacement Deposit", which is located in proximity to a large granitic batholith and a prominent dyke swarm that intersects shallow marine volcanoclastics and massive limestone.
The Dilong Cu-Au Porphyry Project is located in Barrio Dilong, and is also known as the Hale Mayabo Claim. PMC is in the process of finalizing its Exploration Permit Application ('EPA') for the Dilong Project which is approximately 285 kilometers north of Manila and about 130 kilometers north of Baguio. Historical work completed on the project includes 27 inclined and vertical drill holes totalling approximately 6,000m.
Further to the May 28th, 2009 news release, New Meridian has amended the terms of the its private placement financing such that it will now offer up to $500,000 ("New Meridian Offering") in units ("Units") at a price of $0.15 per Unit. Each Unit shall consist of one common share of New Meridian (a "Share") and one whole common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to purchase one Share at a price of $0.30 per Share at any time prior to one year from the date of issuance.
The proceeds of the Offering will be used to complete the Transaction and for working capital purposes, following completion of the Transaction.
New Meridian may advance up to 50% of the proceeds raised under the New Meridian Offering to PMC for working capital purposes.
This communication does not constitute an offer to purchase or exchange or the solicitation of an offer to sell or exchange any securities of New Meridian or an offer to sell or exchange or the solicitation of an offer to buy or exchange any securities of PMC, nor shall there be any sale or exchange of securities in any jurisdiction (including the United Sates) in which such offer, solicitation or sale or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
For further information, contact:
President of New Meridian Mining Corp.
810, 706 - 7th Avenue SW
Calgary, Alberta T2P 0Z1
Phone: (403) 236-2222
Fax: (403) 398-0693
Forward Looking Statements
Neither the NEX nor its Regulation Services Provider (as defined in the policies of the NEX) accepts responsibility for the adequacy or accuracy of this release.
This press release may contain "forward-looking information" within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward looking information. Generally, forward-looking information may be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "proposed", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. This forward-looking information reflects New Meridian's current beliefs and is based on information currently available to New Meridian and on assumptions New Meridian believes are reasonable. These assumptions include, but are not limited to, the actual results of exploration projects being equivalent to or better than estimated results in technical reports, assessment reports, other geological reports or prior exploration results. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of New Meridian or its subsidiaries to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: the early stage development of New Meridian, general business, economic, competitive, political and social uncertainties; the actual results of current research and development or operational activities; competition; uncertainty as to patent applications and intellectual property rights; product liability and lack of insurance; delay or failure to receive board or regulatory approvals; changes in legislation, including environmental legislation, affecting mining, timing and availability of external financing on acceptable terms; not realizing on the potential benefits of technology; conclusions of economic evaluations; and lack of qualified, skilled labour or loss of key individuals. Although New Meridian has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. New Meridian does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
You can view the Next News Releases item: Thu Jan 7, 2010, New Meridian Mining Corp. and Philippine Metals Corp. Announce $5,000,000 Brokered Private Placement
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