East Asia Minerals Provides Additional
Information on Shareholder
Eligibility for Barisan
Gold Corporation Dividend
East Asia Minerals Corporation
(TSXV-EAS) is pleased to provide additional information to shareholders
of record on July 21, 2011 ("Record Date") with regards to the
distribution of the special dividend-in-kind of all of the shares in
Barisan Gold Corporation held by East Asia Minerals
and the subsequent
offering of rights in Barisan.
Barisan Gold has filed an amended and restated
preliminary prospectus
dated May 9, 2011 in each province and territory of Canada excluding
Quebec, and a preliminary prospectus dated May 9, 2011 in Quebec.
These prospectuses are available on SEDAR under Barisan
Gold's profile.
Barisan expects to file a final prospectus
relating to the
distribution of the dividend-in-kind on or about August 9, 2011. The
TSX Venture Exchange ("TSXV") has conditionally approved the listing
of
the Barisan Gold common shares and rights issued
pursuant to the
prospectus under the symbol "BG", subject to customary listing
conditions. The final prospectus will be available on SEDAR under
Barisan Gold's profile. Copies of the final
prospectus will also be
mailed to eligible East Asia Minerals shareholders of record on the
Record Date soon after the final prospectus is filed and receipted by
the applicable Canadian securities regulatory authorities.
The Barisan Gold securities qualified for
distribution under the
prospectus (the "Barisan Securities") will
not be issued to
shareholders who are resident in or subject to the laws of
jurisdictions identified by East Asia Minerals, based on its latest
available records, to be ineligible jurisdictions, including the United
States of America, United Kingdom, France, Germany, Netherlands,
Argentina, Australia, New Zealand, Hong Kong, Singapore, China, and
Japan (the "Ineligible Jurisdictions"), except as set out in the
prospectus.
Computershare Investment Services Inc. ("Computershare"), earlier
today, mailed out a letter and declaration of eligibility form
("Declaration of Eligibility") to each shareholder who, according to
the latest available records of East Asia Minerals, has an address in
an Ineligible Jurisdiction. A shareholder in an Ineligible
Jurisdiction may be deemed by East Asia Minerals to be ineligible to
receive the Barisan Securities (an "Ineligible
Shareholder"), unless
such shareholder (1) satisfies certain requirements in the Declaration
of Eligibility to the satisfaction of East Asia Minerals, in its sole
discretion; and (2) returns a properly completed Declaration of
Eligibility to Computershare on or before August 5, 2011. Ineligible
Shareholders who fail to provide a Declaration of Eligibility on or
before August 5, 2011 by fax, email, courier or mail to the number,
email address or mailing address set out in the Declaration of
Eligibility may be deemed to be ineligible to receive shares and rights
in Barisan Gold. Please refer to the prospectus
for details.
Shareholders in Ineligible Jurisdictions, who hold their shares of East
Asia Minerals through a brokerage or other account are
therefore urged
to contact their brokers regarding the completion of the Declaration of
Eligibility to avoid being deemed Ineligible Shareholders. Please
refer to the prospectus and, the letter and the Declaration of
Eligibility (which is posted on East Asia Minerals' website at
www.eaminerals.com) for further details.
All shares and rights of Barisan Gold for Ineligible
Shareholders will
not be delivered to such Ineligible Shareholders but instead will be
delivered to Computershare as custodian and agent for these
shareholders. Computershare will cause to sell these shares and rights
and the proceeds, after deducting fees and imposing appropriate
withholding taxes, will be sent to the Ineligible Shareholders.
If you have any questions with regards to whether your jurisdiction is
eligible or not, whether you should expect to receive a Declaration of
Eligibility and/or how to fill in the form of Declaration of
Eligibility, please contact East Asia Minerals' investor relations
team:
.. Nick Kohlmann
kohlmann@eaminerals.com +1 416 792 8734
.. Mark Patchett
patchett@eaminerals.com +1 604 637 8154
.. Kristy Reynolds
reynolds@eaminerals.com +1 604 684 2183
This news release does not constitute an offer to sell
or the
solicitation of an offer to buy securities in any jurisdiction. The
Barisan Securities to be distributed have not been
approved or
disapproved by any Canadian or U.S. regulatory authority nor has any
such authority passed upon the accuracy or adequacy of the preliminary
prospectus. The Barisan Securities will not be
distributed in any
state or jurisdiction, including the United States, if an offer, a
solicitation of an offer to buy, or a sale of the Barisan
Securities
would be unlawful absent registration or qualification under the
securities laws of any such state or jurisdiction. Any public offering
of securities to be made in the United States can only be made pursuant
to an effective registration statement. The Barisan
Securities have
not been registered under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act"), or any state securities laws,
and
East Asia Minerals and Barisan Gold have no intention
of filing such a
registration statement in connection with the distribution of the
Barisan Securities. Accordingly, shareholders of East
Asia Minerals who
are resident in the United States or who are U.S. persons (as defined
in Rule 902 of Regulation S under the U.S. Securities Act) will not be
entitled to participate in the dividend-in-kind of the Barisan
Gold
common shares and the subsequent rights offering of the Barisan
Gold
rights, except as set out above and in the prospectus of Barisan
Gold.
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.
This news release does not constitute an offer to sell or the
solicitation of an offer to buy securities in any jurisdiction. The
shares and the rights to be distributed have not been approved or
disapproved by any Canadian or U.S. regulatory authority nor has any
such authority passed upon the accuracy or adequacy of the preliminary
prospectus.
To receive or stop receiving EAS news via email, please email
info@eaminerals.com and state your preference in the subject line.
FOR FURTHER INFORMATION, visit the Company's website at
www.eaminerals.com, or contact:
Nick Kohlmann, Corporate Communications
Toronto T: +1 416 792 8734
E: kohlmann@eaminerals.com
Mark Patchett, Investor
Relations Vancouver T: +1 604 637 8154
E: patchett@eaminerals.com
About East Asia Minerals Corporation
East Asia Minerals (EAS-TSXV) is an Asian-based, Canadian mineral
exploration company with gold and copper exploration properties in
Indonesia, and uranium exploration properties in Mongolia. In
Indonesia the Company has a 70 to 85% interest in six advanced gold and
gold-copper properties located in Aceh Province, Sumatra, and Sangihe
Island, North Sulawesi. The Company owns seven uranium properties,
including the advanced Ingiin-Nars, Ulaan Nuur and Enger uranium
projects, and two phosphate properties in Mongolia. East Asia
currently has 81,412,372 shares outstanding. Its shares are listed for
trading on the TSX Venture Exchange under the symbol "EAS".
Caution Regarding Forward Looking Statements
Certain statements in this News Release, which are not historical in
nature, constitute "forward looking statements" within the meaning of
that phrase under applicable Canadian securities law. When used in
this News Release, such statements use words such as "may",
"will",
"expect", "intend", "anticipate" and other
similar terms. These
statements reflect management's current assumptions and expectations
regarding future results, performance or events as of the date hereof
and by their nature are subject to certain underlying assumptions,
known and unknown risks and uncertainties and other factors which may
cause actual results, performance or events to be materially different
from those expressed or implied by such forward looking statements.
Forward looking statements involve significant risks and uncertainties
and should not be read as guarantees of future or performance results.
Accordingly, readers should not place undue reliance on any forward
looking statement.
Forward looking statements in this News Release include, among other
things, statements regarding the proposed internal reorganization,
dividend-in-kind and rights offerings, and the proposed terms,
conditions, structure and consequences thereof to the Company and its
security holders; the timing and receipt of approvals and consents;
future exploration activities; and the adequacy of financial resources,
among others.
Forward looking statements are based on assumptions, estimates,
analysis and opinions of management made in light of its experience and
its perception of trends, current conditions and expected developments,
as well as other factors that management believes to be relevant and
reasonable in the circumstances at the date that such statements are
made. The Company believes that the assumptions and expectations
reflected in such forward looking statements are reasonable.
Assumptions have been made regarding, among other things, the Company's
ability to reorganize its properties and interests to permit it to
carry out the proposed transactions in an effective and reasonable
manner; the Company's future exploration and development activities;
timely receipt of third party or regulatory approvals; and the
Company's ability to obtain financing as and when required and on
reasonable terms. Readers are cautioned that the foregoing list is not
exhaustive of all factors and assumptions which may have been used and
that these factors and assumptions may be incomplete or incorrect.
Forward looking statements are also subject to known and unknown risks,
uncertainties and other factors that may cause actual results to be
materially different from those expressed or implied by such forward
looking information. Those risks include the interpretation of drill
results and the estimation of mineral resources and reserves; the
geology, grade and continuity of mineral deposits; the possibility that
future exploration, development or mining results will not be
consistent with our expectations; commodity and currency price
fluctuation; failure to obtain adequate financing; regulatory,
permitting and licensing risks; and general market and mining
exploration risks.
Except as required by applicable securities laws, the Company disclaims
any obligation to update or revise any forward looking statements to
reflect events or changes in circumstances that occur after the date
hereof. Forward-looking statements should not be construed as
investment advice. Readers should perform a detailed, independent
investigation and analysis of the Company and are encouraged to seek
independent professional advice before making any investment decision.
Caution Regarding U.S. Publication of Information in this News Release
The information contained herein is not for
publication or distribution
into the United States. The materials set forth herein is for
informational purposes only and is not intended, and should not be
construed as, an offer to sell or a solicitation of an offer to buy any
securities in the United States. The securities described herein have
not been and will not be registered under the U.S. Securities Act of
1933, as amended, or the laws of any state, and may not be offered or
sold within the United States, except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the
Securities Act and applicable state laws.
There is no intention to register any portion of the securities to be
distributed pursuant to the proposed transactions in the United States
or to conduct a public offering of securities in the United States.