|By Marketwired .||
|February 5, 2013 05:36 PM EST||
TORONTO, ONTARIO -- (Marketwire) -- 02/05/13 -- Asian Mineral Resources Limited ("AMR") (TSX VENTURE:ASN) is pleased to announce that it has filed a preliminary prospectus in respect of a proposed shareholder rights offering (the "Rights Offering"). The proceeds from the Rights Offering will be used by AMR to fund capital expenditures for the construction of, and other development activities for, the Ban Phuc Nickel Project and for working capital purposes.
Under the terms of the Rights Offering, AMR shareholders will be given the opportunity, pro rata with their existing ownership, to acquire common shares ("Common Shares") of AMR for $0.05 per share (the "Subscription Price"). Each AMR shareholder will receive one right ("Right") for each Common Share held and 2.10083 Rights will entitle the holder thereof to subscribe for one Common Share. AMR shareholders that fully exercise their Rights will be entitled to subscribe for additional Common Shares, if available, that were not subscribed for by other Rights holders. The Rights will be exercisable for at least 21 days following the date of mailing of the final prospectus.
AMR currently expects the final prospectus relating to the Rights Offering to be mailed to Shareholders eligible to participate in the Rights Offering by early March, 2013 and the Rights Offering to be completed before the end of April, 2013.
In connection with the Rights Offering, AMR's largest shareholder, Pala Investments Limited ("Pala") has agreed, pursuant to a standby purchase agreement, to purchase at the Subscription Price, all of the Common Shares, if any, not otherwise purchased pursuant to the exercise of Rights under the Rights Offering at the expiration date.
The Rights Offering will be made only in the provinces of British Columbia, Alberta, Manitoba, Saskatchewan, Ontario, New Brunswick and Newfoundland and, subject to compliance with applicable law, certain other jurisdictions where such offering is permitted to be made (the "Eligible Jurisdictions"). The Rights Offering is not an offering of Common Shares for sale in any jurisdiction outside the Eligible Jurisdictions. The final prospectus will disclose the procedures and restrictions relating to participation in the Rights Offering by shareholders resident outside of the Eligible Jurisdictions.
The record date and the expiry date of the Rights Offering will be determined prior to the filing of a final prospectus. AMR will make a further announcement with respect to these matters at the time of the filing of the final prospectus.
The Rights Offering and the issuance of securities described herein are subject to receipt of all regulatory approvals, including the approval of the TSX Venture Exchange and the Canadian securities regulatory authorities.
Re-filing of Interim Financial Statements for the period ended September 30, 2012
The Corporation has filed amended interim condensed financial statements for the three and nine months ended September 30, 2012 and 2011 ("Amended Interim Financials"), and an amended Management's Discussion and Analysis for the quarter ended September 30, 2012 ("Amended MD&A"). The Amended Interim Financials include the correction of certain calculations of foreign exchange differences in respect of the translation of the Corporation's subsidiary for consolidation purposes as at September 30, 2011 with consequential amendments to other comprehensive loss for the three and nine months then ended. The Amended Interim Financials and Amended MD&A are available on SEDAR at www.sedar.com.
Technical Report Filed
In support of technical information contained in the preliminary prospectus relating the Ban Phuc Nickel Project, AMR has today filed a National Instrument 43-101 compliant technical report on SEDAR at www.sedar.com.
Asian Mineral Resources Limited is developing the Ban Phuc Nickel Project, located 160 km north-west of Hanoi in the Son La Province, which is 90% owned by its subsidiary Ban Phuc Nickel Mines LLC. The development of the project is in advanced stages, with underground and surface infrastructure near completion and commercial production expected to occur by June 2013. For further details on AMR and the Ban Phuc Nickel Project, please refer to AMR's website at www.asianminres.com.
This press release includes certain "Forward-Looking Statements." All statements, other than statements of historical fact, included herein, including without limitation, statements regarding the expected benefits of the transaction, and the completion of the transactions described in this press release, the expected timing for the filing and mailing of the final prospectus, completion of the project, the commencement of commercial production and the achievement of expected benefits, potential mineralization and reserves, exploration results and future plans and objectives of AMR are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from AMR's expectations are disclosed under the heading "Risk Factors" in AMR's Annual Information Form, in the prospectus and elsewhere in AMR's documents filed from time-to-time with the TSX Venture Exchange and other regulatory authorities. Forward-looking statements are qualified entirely by this cautionary statement and are given only as at the date of this press release. AMR disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein in the United States or to or for the account or benefit of a U.S. person (a "U.S. Person"), as defined under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or a person in the United States. The securities described herein have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States or to or for the account or benefit of a U.S. Person or a person in the United States absent registration under the U.S. Securities Act and applicable state securities laws, or absent an available exemption from such registration requirements.
Neither 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.
Asian Mineral Resources Limited
Chief Financial Officer
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