|By Marketwire .||
|October 5, 2012 08:09 AM EDT||
HALIFAX, NOVA SCOTIA -- (Marketwire) -- 10/05/12 -- Advanced Primary Minerals Corporation (the "Corporation" or "APM") (TSX VENTURE:APD) is pleased to provide an update on the proposed plan of arrangement ("Arrangement") with Erdene Resource Development Corporation ("Erdene") (TSX:ERD) announced in the Corporation's news releases issued on June 28, August 8, August 13, and September 7, 2012.
APM's proposed Arrangement will constitute a reverse takeover transaction under Policy 5.2 - Change of Business and Reverse Takeovers of the TSX Venture Exchange (the "Exchange"). Pursuant to the policies of the Exchange, the Corporation is required to issue a news release every 30 days following its initial news release to provide an update on the status of the Arrangement. The last update was issued September 7, 2012.
The Corporation advises that it continues to focus on the regulatory and legal processes to complete the Arrangement, which include obtaining the consent of the Exchange as well as approval of the APM shareholders and the Supreme Court of Nova Scotia ("Court").
The Corporation obtained conditional approval for the Arrangement from the Exchange and is mailing an information circular ("Circular") to APM shareholders in connection with a special meeting of APM shareholders ("Meeting") called to consider the Arrangement. The Meeting will be held on October 26, 2012 at 9:00 a.m. (Atlantic Time), at Purdy's Wharf Tower II, 1969 Upper Water Street, Suite 1300, Halifax, Nova Scotia. A copy of the Circular is available on SEDAR and on the Corporation's website at www.advminerals.com.
The Arrangement involves the transfer by Erdene to APM of $1.95 million cash and all of Erdene's North American property interests, comprised primarily of its 25% interest in the Donkin Coal Project in Cape Breton, Nova Scotia, by way of the transfer of the shares of Erdene Resources Inc. ("ERI"), a wholly owned subsidiary of Erdene, to APM. As part of the Arrangement, following the transfer, ERI and APM will amalgamate to form an amalgamated corporation to be named "Morien Resources Corp." ("Morien"). The shares of Morien will be consolidated whereby, on the effective date of the Arrangement ("Effective Date"), Morien will distribute to the APM shareholders one Morien share for each 7.85 APM shares held. As an example, a holder of 7,850 APM shares on the Effective Date will become a holder of 1,000 Morien shares. Erdene will distribute all of the shares of Morien it then owns to the Erdene shareholders.
Following the Arrangement, all of Erdene's North American property interests, consisting primarily of Erdene's 25% interest in the Donkin Coal Project, will be held by Morien, which will trade on the TSX-V under the symbol "MOX". Morien will have an aggregate of 49,255,990 shares outstanding, 97.25% of which will be held by Erdene shareholders and 2.75% will be held by the former shareholders of APM other than Erdene.
To be effective, the Arrangement must be approved by (i) at least 66 2/3% of the votes cast by APM shareholders present in person or represented by proxy at the Meeting, and (ii) a majority of the votes cast by APM shareholders other than the senior officers and directors of each of Erdene and APM. The Arrangement is also subject to the satisfaction of other conditions, including the approval of the Court.
Assuming the necessary shareholder approval is obtained, APM intends to seek the Court's approval for the Arrangement on November 1, 2012. If the Court order is obtained and all other conditions are satisfied, it is expected that the Effective Date will be on or about November 7, 2012. Upon completion of the Arrangement, a news release will be issued by APM advising of the actual Effective Date.
APM's board and management believe that the Arrangement will provide new potential for the former APM shareholders by enabling Morien to pursue its corporate objectives and strategies, with a view to maximizing long-term shareholder value. In particular, the Arrangement will allow Morien to focus on the development of bulk commodity projects in North America, primarily coal projects, led by the Donkin Coal Project. Further, the separation of Erdene's North American assets from its Mongolian metals exploration assets into two public companies is expected to improve the market's identification and recognition of value for the Donkin Coal Project within a separate public company.
In accordance with the policies of the Exchange, the APM shares are currently halted from trading and it is expected that they will remain halted until the completion of the proposed Arrangement.
Investors are cautioned that, except as disclosed in the Circular, any information released or received with respect to the proposed Arrangement may not be accurate or complete and should not be relied upon. Trading in the securities of APM should be considered highly speculative.
This news release contains forward-looking statements and information ("forward-looking statements") within the meaning of applicable securities laws relating to the proposal to complete the proposed plan of arrangement and associated transaction, including statements regarding the terms and conditions of the proposed plan of arrangement and associated transaction. Readers are cautioned to not place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the proposed plan of arrangement and associated transactions, that the ultimate terms of the proposed plan of arrangement and associated transactions will differ from those that currently are contemplated, and that the proposed plan of arrangement and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). Furthermore, the forward-looking statements contained in this document are made as of the date of this document and, except as required by applicable law and APM does not undertakes any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.
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.