| ||January 07, 2010|
New Meridian Mining Corp. and Philippine Metals Corp. Announce $5,000,000 Brokered Private Placement
| ||NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR RELEASE TO US NEWS WIRE SERVICES |
Further to its press releases of May 28, 2009 and July 29, 2009, New Meridian Mining Corp. ("New Meridian" or the "Corporation") (NEX: NWC.H) is pleased to announce that PI Financial Corp. ( the "Agent") is acting as the lead agent in a commercially reasonable efforts private placement for Philippine Metals Corp. ("PMC") of 11,111,112 subscription receipts ("Subscription Receipts") of PMC at a price of $0.45 per Subscription Receipt for gross proceeds of $5,000,000 (the "Financing"). PMC has also granted the Agent an option to increase the size of the Financing by an additional 6,666,666 Subscription Receipts ($3,000,000).
The closing of the financing is subject to a minimum raise of $5,000,000.
Upon the satisfaction of certain conditions on or prior to March 25, 2010, including the satisfaction or waiver of all conditions precedent with respect to the proposed reverse takeover transaction (the "Transaction") between New Meridian and PMC, each Subscription Receipt will entitle the holder to receive one unit (a "PMC Unit") of PMC without the payment of additional consideration immediately preceding the closing of the Transaction. Each PMC Unit will be comprised of one common share (a "PMC Share") of PMC and one half of one PMC Share purchase warrant (a "PMC Warrant"), with each whole warrant entitling the holder to acquire one PMC Share at a price of $0.65 for a period two years from the completion of the Financing.
The PMC Shares and PMC Warrants issued under the Financing will be exchanged for resulting issuer shares and warrants as part of the Transaction on the same one-for-one basis as described in New Meridian's earlier news releases (see news releases dated May 28, 2009 and July 29, 2009).
The gross proceeds of the Financing (the "Escrowed Funds"), will be held in escrow on behalf of the subscribers by a Canadian trust company or other escrow agent (the "Escrow Agent"), acceptable to PMC and the Agent and invested in short term investment grade debt obligations as agreed to by PMC or the Agent. Upon the Release Conditions being met, the proceeds of the Financing will be released to PMC. If the Release Conditions are not met on or before March 25, 2010, each holder of Subscription Receipts will be reimbursed the original subscription price, plus such holder's pro rata portion of any interest.
The Agent will receive a commission of 7% of the gross proceeds of the Financing, payable in either cash or a combination of cash and Subscription Receipts at the election of the Agent. In addition, the Agent will be granted compensation options entitling the holder to purchase Common Shares equal to 8% of the aggregate number of Subscription Receipts sold under the Financing at a price of $0.55 per Common Share for a period of 18 months from the closing date of the Financing. The Agent's compensation is payable only upon the Release Conditions being satisfied.
The net proceeds of the Financing will be used to fund property payments, exploration expenditures and general working capital.
Further information regarding PMC and the Transaction will be provided in a press release following the execution of a definitive agreement by the parties.
The non-arm's-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.
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
Neither the NEX nor its Regulation Services Provider (as that terms is defined in the policies of the NEX) accepts responsibility for the adequacy or accuracy of this release.
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.
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: Fri Feb 26, 2010, Philippine Metals Corp. Completes Initial Tranche of Private Placement for $5,183,625
You can view the Previous News Releases item: Wed Jul 29, 2009, New Meridian Further Defines the Letter of Intent to Purchase all of the Shares Of Philippine Metals Corp
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