| ||April 06, 2010|
Philippine Metals Inc. (Formerly New Meridian Mining Corp.) Completes Acquisition of Philippine Metals Corp. and Initiates Trading
| ||Not for distribution to U.S. news wire services or dissemination in the United States.|
April 6, 2010 - Calgary, AB - Philippine Metals Inc. (formerly New Meridian Mining Corp.) (the "Corporation") (NWC.H: NEX) (to be trading as TSXV: PHI as of April 7, 2010) is pleased to announce that it has completed and received final approval from the TSX Venture Exchange Inc. (the "Exchange") for the previously announced acquisition of all of the issued and outstanding securities of Philippine Metals Corp. ("PMC"). The acquisition of PMC (the "Transaction") constitutes the "Reverse Take Over" of the Corporation, pursuant to the policies of the Exchange.
The Corporation's common shares will trade on the Exchange under the symbol "PHI" at market open on Wednesday, April 7, 2010.
Pursuant to the Transaction, a wholly-owned subsidiary of the Corporation ("Newco") incorporated and established solely for the purposes of participating in the Transaction, amalgamated with PMC pursuant to an amalgamation agreement (the "Amalgamation Agreement") dated March 22, 2010 among the Corporation, PMC and Newco. Pursuant to the Amalgamation Agreement, all of the outstanding common shares of PMC (the "PMC Shares") were exchanged for common shares in the capital of the Corporation (the "Common Shares") on a one for one basis at the deemed price of $0.45 per Common Share.
Prior to the completion of the Transaction the Corporation consolidated the common shares of the Corporation on a two for one basis. In addition, the name of the Corporation was changed to "Philippine Metals Inc."
Concurrent with the closing of the Transaction, PMC completed a three tranche private placement of 16,017,667 subscription receipts (the "Subscription Receipt Financing") at a price of $0.45 per subscription receipt for aggregate gross proceeds of $7,207,950. The proceeds of the Subscription Receipt Financing will be used by the Corporation to fund operating, exploration and administration costs and for general working capital, as described in the Filing Statement.
A total of 40,959,201 PMC Shares were issued and outstanding immediately prior to the completion of the Transaction, which were exchanged for 40,959,201 Common Shares pursuant to the Transaction, resulting in PMC becoming a wholly-owned subsidiary of the Corporation. Following the completion of the Subscription Receipt Financing and the Transaction, a total of 43,732,742 Common Shares are issued and outstanding.
Pursuant to the Transaction, Metex Mineral Resources Corp. ("Metex") acquired beneficial ownership and control over 6,500,000 Common Shares representing 14.9% of the issued and outstanding shares of the Corporation. Prior to the Transaction, Metex did not beneficially own or have control over any Common Shares of the Corporation. Metex is not acting jointly or in concert with any person in connection with the ownership or control of Common Shares of the Corporation. Presently, Metex does not have any intention of acquiring any further securities of the Corporation, but may acquire ownership of, or control over, further securities of the Corporation in the future depending upon market circumstances. Such increase in ownership will depend on numerous conditions, including the price of the Common Shares and general market conditions.
Please refer to the Filing Statement of the Corporation dated March 22, 2010, which is available on SEDAR at www.sedar.com, for additional information in respect of the Transaction, the Corporation and PMC.
Board of Directors and Management
Concurrent with the completion of the Transaction, the Board of Directors of the Corporation and its executive team were re-constituted. The Board of Directors of Philippine Metals Inc. is now comprised of Feisal Somji, Marshall Farris, James Glass, Edward Farrauto, Louis A. Clinton and J. Roberto Delgado. The executive team is now comprised of Marshall Farris as the President, Feisal Somji as the Chief Executive Officer, Nigel Kirkwood as the Chief Financial Officer, Thomas Vaillancourt as Vice President Operations, Jose Sayo Garcia as Vice President Exploration and Daniel Kenney as Corporate Secretary.
The Corporation granted a total of 2,775,000 incentive stock options ("Stock Options") concurrent with the closing of the Transaction to the directors and officers of the Corporation. These Stock Options have an exercise price of $0.45 and expire on March 25, 2015.
After giving effect to the Transaction, the directors and officers of the Corporation, as a group, beneficially own and have control over 3,654,432 Common Shares, representing 8.4% of the issued and outstanding shares of the Corporation. In addition, 4,292,000 Common Shares, representing 9.8% of the issued and outstanding shares of the Corporation, are held by Ascenta Finance Corp., a company of which Marshall Farris and James Glass, directors of the Corporation, each hold 25%.
For further information, contact:
Philippine Metals Inc.
Feisal Somji, CEO
Jamie Mathers, Ascenta Capital Partners Inc.
Phone: 604.684.4743 ext. 236
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
You can view the Next News Releases item: Wed Apr 14, 2010, Philippine Metals Announces Further Details Regarding the March 2010 Option Grants
You can view the Previous 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
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