| ||March 24, 2010|
Philippine Metals Corp. Completes Third and Final Tranche of Private Placement for $1,204,425 for Total Gross Proceeds Of $7,207,950
| ||NEW MERIDIAN MINING CORP. ("New Meridian") (NWC: NEX) and PHILIPPINE METALS CORP. ("Philippine Metals") are pleased to announce that Philippine Metals has completed a third and final closing of the non-brokered Private Placement (the "Private Placement") as announced on February 26th, 2010 for 2,676,500 subscription receipts ("Subscription Receipts") at a price of $0.45 per Subscription Receipt for aggregate gross proceeds of $1,204,425 on March 22, 2010. Philippine Metals has closed a total of $7,207,950 by way of the Brokered and Non-Brokered financing. |
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.
Finders will receive fees of $16,333 (payable in cash) and 63,000 units upon the release conditions being satisfied. Each unit will consist of one common share and one half of one share purchase warrant with each whole warrant entitling the holder to acquire one share at a price of $0.65 until February 24, 2012. The shares and warrants will be exchanged for resulting issuer shares and warrants 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.
"We are delighted with the growing interest in our company that allowed us to raise more than $7 million, far exceeding our minimum target," stated Marshall Farris, President & Director of Philippine Metals. "We now have a strongly capitalized company that is well positioned to execute our Taurus exploration plans and quickly launch an exploration program at Malitao, once the Exploration Permit is granted. We look forward to focusing our efforts on our projects and are confident that we will be in a position to share successful results with our investors in due course."
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 and 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.
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
Neither the NEX nor its Regulation Services Provider (as that term 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.
You can view the Next News Releases item: Tue Mar 30, 2010, Execution of Amalgamation Agreement with Philippine Metals Corp. and Financial and Mineral Property Information Regarding Philippine Metals Corp. and Name Change, Consolidation and Completion of Transaction
You can view the Previous News Releases item: Wed Mar 17, 2010, Philippine Metals Corp. Completes Second Tranche of Private Placement for $819,900
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