| ||February 26, 2010|
Philippine Metals Corp. Completes Initial Tranche of Private Placement for $5,183,625
| ||Not for distribution to U.S. news wire services or dissemination in the United States.|
NEW MERIDIAN MINING CORP. ("New Meridian") (NWC: NEX) and PHILIPPINE METALS CORP. ("Philippine Metals") are pleased to announce that Philippine Metals completed the private placement (the "Private Placement") of 11,519,167 subscription receipts ("Subscription Receipts") at a price of $0.45 per Subscription Receipt for aggregate gross proceeds of $5,183,625 on February 24, 2010. The Private Placement was completed in two tranches, one of which was brokered by PI Financial Corp. (the "Agent") acting as agent for Philippine Metals in respect of the sale of 9,136,167 Subscription Receipts for aggregate gross proceeds of $4,111,275. The other tranche of the Private Placement of 2,383,000 Subscription Receipts for aggregate gross proceeds of $1,072,350 was completed on a non-brokered basis. Philippine Metals anticipates completing one or more additional tranches of the Private Placement on a non-brokered basis.
Upon the satisfaction of certain conditions (the "Release 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 Philippine Metals, each Subscription Receipt will entitle the holder to receive one unit (a "PMC Unit") of Philippine Metals 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 Philippine Metals 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 until February 24, 2012.
The PMC Shares and PMC Warrants issued under the Private Placement 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 Private Placement (the "Escrowed Funds"), are held in escrow and upon the Release Conditions being met, the net proceeds of the Private Placement will be released to Philippine Metals. 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 resulting issuer shares will remain halted until such time as permission to resume trading has been obtained from the Exchange and submission of required documentation has been made to the Exchange on completion of the Transaction.
The Agent will receive a commission of 7% of the gross proceeds of the brokered portion of the Private Placement, payable in cash, upon the Release Conditions being satisfied. In addition, the Agent was granted compensation options entitling the holder to purchase PMC Shares equal to 8% of the aggregate number of Subscription Receipts sold under the brokered portion of the Private Placement at a price of $0.55 per PMC Share during the period commencing when the Release Conditions are satisfied and expiring on August 24, 2011. The compensation options will be exchanged for resulting issuer compensation warrant as part of the Transaction on the same one-for-one basis.
The net proceeds of the Private Placement will be used to fund property payments, exploration expenditures and general working capital.
At a meeting held on January 7, 2010 the shareholders of New Meridian approved the consolidation of the presently outstanding common shares on a two for one basis and the name change of New Meridian to "Philippine Metals Inc.". The consolidation and name change will be completed immediately in advance of the completion of the Transaction and the exchange of PMC Shares, PMC Warrants and compensation options for similar securities of the resulting issuer. It is anticipated that Philippine Metals Inc., the issuer resulting from the Transaction, will be listed on the TSX Venture Exchange as a Tier 2 Mining Issuer and that its ticker symbol will be "PHI".
Further information regarding Philippine Metals 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, receipt of shareholder, court (if applicable) and regulatory approval (including the acceptance of the TSX Venture Exchange), and receipt of third party consents and other conditions customary in a transaction of this nature.
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 press release does not constitute an offer to sell or solicitation of an offer to sell any of the 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 a U.S. Person 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 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 ability of New Meridian to complete the Transaction on the proposed terms or at all, 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.
For further information, contact:
President of New Meridian Mining Corp.
Phone: (403) 236-2222
Fax: (403) 398-0693
President of Philippine Metals Corp.
Phone: (604) 684-4743
Fax: (604) 628-5595
You can view the Next News Releases item: Wed Mar 17, 2010, Philippine Metals Corp. Completes Second Tranche of Private Placement for $819,900
You can view the Previous 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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