Philippine Metals Corp. is pleased to share the following news release with you:
New Meridian Enters into Letter of Intent to Purchase all of the
Shares of Philippine Metals Corp.
May 28, 2009
New Meridian Mining Corp. ("New Meridian" or the "Corporation") (NEX: NWM.H) is pleased to announce that it has entered into a binding letter of intent ("LOI") with Philippine Metals Corp. ("PMC"), a private Alberta corporation. The parties to the LOI have agreed to negotiate a definitive agreement by August 31, 2009 pursuant to which New Meridian will acquire all of the issued and outstanding shares of PMC (the "Transaction"). The terms of the Transaction remain to be negotiated, however the Transaction is expected to take the form of an amalgamation, arrangement, takeover bid, share purchase or a similar form of business combination.
This non arms length Transaction is conditional upon the execution of a definitive agreement, completion of satisfactory due diligence, receipt of shareholder, court (if applicable) and regulatory approval, and receipt of third party consents and other conditions customary in a transaction of this nature.
Further information regarding PMC and the Transaction will be provided in a press release following the consummation of a definitive agreement by the parties.
About PMC
PMC is a mineral exploration company operating in the Philippines with three projects currently in its portfolio, the Taurus, the Malitao and the Dilong. Based on its geological environment, the company's management believes that the Philippines has the geological potential to host large world-class deposits of gold and base metals.
The Company has recently been granted an Exploration Permit ('EP') for the Taurus-Suhi Massive Sulphide Project is located within the within the Province of Leyte. The Taurus property covers an area of 9,895 contiguous hectares and features an ophiolite hosted massive sulphide belt and a consolidated historic mining belt under one tenement.
The Malitao Project is located in the Calanasan municipality, Kalinga-Apayao Province, northern Luzon and PMC is in the process of finalizing its Exploration Permit Application (EPA). The property consists of 971 hectares and is predominantly a Cu-Au massive sulphide prospect interpreted as a "Manto Replacement Deposit" which is located in proximity to a large granitic batholith and a prominent dyke swarm that intersects shallow marine volcanoclastics and massive limestone.
The Dilong Cu-Au Porphyry Project is located in Barrio Dilong, and is also known as the Hale Mayabo Claim. PMC is in the process of finalizing its Exploration Permit Application ('EPA') for the Dilong Project wish is approximately 285 kilometers north of Manila and about 130 kilometers north of Baguio. Historical work completed on the project includes 27 inclined and vertical drill holes totalling approximately 6,000m.
PMC is conducting a private financing under which $340,000 has been raised at a price of $0.30 per share. The company will continue to seek additional financing.
PMC has retained PI Financial Corp. as its financial advisor to assist in additional fund raising.
Financing
New Meridian anticipates completing a private placement offering of New Meridian units ("Units") at a price of $0.15 per Unit for proceeds of up to $350,000. New Meridian has filed a price reservation with the NEX to allow this financing to increase to maximum gross proceeds of up to $500,000. Each Unit will consist of one common share in the share capital of New Meridian ("Share") and one half of one Share purchase warrant ("Half-Warrant"). Each whole Warrant will entitle the holder to purchase one Share at a price of $0.30 per Share at any time prior to one year from the date of issuance. The proceeds of the Offering will be used to complete the Transaction and for working capital following completion of the Transaction.
This communication does not constitute an offer to purchase or exchange or the solicitation of an offer to sell or exchange any securities of New Meridian or an offer to sell or exchange or the solicitation of an offer to buy or exchange any securities of PMC, nor shall there be any sale or exchange of securities in any jurisdiction (including the United Sates) in which such offer, solicitation or sale or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction.
Forward Looking Statements
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 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 or its subsidiaries 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 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:
New Meridian Mining Corp.
Harry McGucken, President
810, 706 - 7th Avenue SW
Calgary, Alberta T2P 0Z1
Phone: (403) 236-2222
Fax: (403) 398-0693
Philippine Metals Corp.
Feisal Somji, President & CEO
Sierra Place, Suite 810
706-7th Ave NW
Calgary, Alberta
Canada T2P 0Z1
Phone: 403.236.4520
feisal@phillipinemetalscorp.com
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