Philippine Metals Corp. Completes Initial Tranche Of
Private Placement For $5,183,625
February 26,
2010
Not
for distribution to U.S. news wire services or dissemination in the
United States.
New Meridian
Mining Corp. ("New Meridian" or the
"Corporation") (NEX: NWC.H) 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.
President of
Philippine Metals Corp.
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