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Philippine Metals Corp. Completes Second Tranche of
Private Placement for $819,900
March 17, 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 has
completed a second closing of the non-brokered Private Placement (the
"Private Placement") as announced on February 26th, 2010 for
1,822,000 subscription receipts ("Subscription Receipts") at a
price of $0.45 per Subscription Receipt for aggregate gross proceeds of
$819,900 on March 12, 2010. To date Philippine Metals has closed a total
of $6,003,525 by way of the Brokered and Non Brokered financing.
The Companies expect a third non-brokered closing in due course.
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 $2,700 (payable in cash) and 30,450 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 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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