TORONTO, ONTARIO--(Marketwire - May 25, 2012) - In furtherance to its press releases of March 1, 2012 and April 4, 2012, Pala Investments Holdings Limited ("Pala") announced today that it has completed its investment in Asian Mineral Resources Limited ("AMR"). Pursuant to the transaction, Pala acquired an aggregate of 157,814,933 common shares (each, a "Share") in the capital of AMR and 54,166,667 share purchase warrants (each, a "Warrant") of AMR.
Pala acquired 108,333,333 units of AMR (each, a "Unit") from AMR, at a price of CDN$0.06 per Unit, for total consideration of CDN$6,500,000. Each Unit consisted of one Share and one half of one Warrant. Each Warrant entitles Pala to purchase one Share at a price of CDN$0.10 until May 25, 2017.
Pala also acquired an aggregate of 49,481,600 Shares from Mellford Pte. Ltd. and Sword Investments Private Limited, which are affiliates of Malaysia Smelting Corporation Berhad ("MSC"), at a price of CDN$0.06 per Share, for total consideration of CDN$2,968,896. Pala has also entered into a Right of First Refusal Agreement dated March 1, 2012, as amended April 4, 2012, with MSC, whereby MSC has granted Pala a right of first refusal over MSC's shareholding in AMR (currently 31,297,661 Shares, representing approximately 10% of the issued and outstanding Shares).
AMR and Pala have also entered into an Investor Rights Agreement pursuant to which AMR has granted Pala pre-emptive rights to subscribe for additional securities of AMR and the right to designate two nominees to the board of directors of AMR, provided Pala holds 10% or more of the outstanding Shares.
Prior to the completion of the transactions described above, Pala did not own or control any securities of AMR. Pala acquired the Shares and Warrants for investment purposes. Under the terms of the Investor Rights Agreement, Pala has the right to nominate two directors to the board of directors of AMR, which it has done. Pala intends to use its majority stake in AMR and its seats on AMR's board of directors to guide and engage the management of AMR in advancing its development of the Ban Phuc Nickel Project and enhancing shareholder value. Pala has no present intention to acquire additional securities of AMR. Depending on its evaluation of the business, prospects and financial condition of AMR, the market for AMR's securities, general economic and tax conditions and other factors, Pala may acquire additional securities of AMR, or sell some or all of the securities of AMR it currently holds, in the open market, by private agreement or otherwise.
As a result of the completion of the investment, Pala owns and controls, directly and indirectly, a total of 157,814,933 Shares, representing approximately 50.7% of the issued and outstanding Shares (on an undiluted basis), and 54,166,667 Warrants which, if exercised, will bring its ownership interest to 58.0% (on a partially-diluted basis).
Pala's address is 12 Castle Street, St. Helier, Jersey JE2 3RT. For further information please refer to the Early Warning Report posted on SEDAR today.
Pala is a multi-strategy investment company dedicated to investing in, and creating value across the mining sector in both developed and emerging markets. Pala's exclusive investment advisor, Pala Investments AG, has extensive experience within the mining sector. Pala Investments seeks to assist companies in which it has long-term shareholdings by providing strategic advice and innovative financing solutions. For more information, visit www.pala.com.
Certain statements in this press release are forward-looking statements and are prospective in nature, including statements with respect to Pala's future intentions regarding the securities of AMR that it owns. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Such forward-looking statements should therefore be construed in light of such factors, and Pala is not under any obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.