|By Marketwired .||
|March 27, 2014 02:59 PM EDT||
SALT LAKE CITY, UTAH -- (Marketwired) -- 03/27/14 -- This press release is issued by Mr. Lance D'Ambrosio, pursuant to the early warning requirements of National Instrument 62-103 with respect to the issuance of non-voting common shares ("Non-Voting Shares") of EPM Mining Ventures Inc. (TSX VENTURE: EPK)(OTCQX: EPKMF) ("EPM"), a reporting issuer in certain jurisdictions in Canada. In accordance with such early warning requirements, Mr. D'Ambrosio is required to report certain information in respect of his holdings of securities of EPM.
Mr. D'Ambrosio announced today that he has entered into a share repurchase agreement (the "SPA") with EPM Mining Ventures Inc. ("EPM") pursuant to which he agreed to sell 12,174,673 common shares ("Common Shares") of EPM to EPM for cancellation in return for 12,174,673 Non-Voting Shares. As of the date hereof, Mr. D'Ambrosio owns and controls 12,209,673 Common Shares, representing approximately 11.3% of the issued and outstanding Common Shares on an undiluted basis.
Following the completion of the sale, Mr. D'Ambrosio will own and control 12,174,673 Non-Voting Shares, representing approximately 33.5% of the issued and outstanding Non-Voting Shares on an undiluted basis. The Non-Voting Shares are convertible into Common Shares on a one-for-one basis. Mr. D'Ambrosio will also own and control 35,000 Common Shares, representing approximately 0.05% of the issued and outstanding Common Shares on an undiluted basis. If Mr. D'Ambrosio were to convert his Non-Voting Shares to Common Shares he would have ownership and control of 12,209,673 Common Shares, representing approximately 13.7% of the issued and outstanding Common Shares on a partially diluted basis.
A press release announcing the entering into of the SPA was issued by EPM on March 27, 2014.
The Common Shares are being sold by Mr. D'Ambrosio to assist EPM to meet certain shareholder thresholds for US securities law reasons. Mr. D'Ambrosio will evaluate his investment in EPM from time to time and may, based on such evaluation of market conditions and other circumstances, convert, increase or decrease securityholdings in EPM as circumstances require. For further information and to obtain a copy of the early warning report filed under applicable Canadian provincial securities legislation in connection with the transactions hereunder, please go to the EPM profile on the SEDAR website www.sedar.com or contact Mr. D' Ambrosio at telephone number: (801) 485-0223.
Note: Disclosure regarding the percentage of outstanding shares is based on information provided by EPM.
Note on Forward-Looking Information
This press release includes certain forward-looking information, including statements relating to Mr. D'Ambrosio's interests in EPM and his future intentions in respect thereof, using words including "anticipate", "believe", "could", "expect", "intend", "may", "plan", "potential", "project", "seek", "should", "will", "would" and similar expressions, which are intended to identify a number of these forward-looking statements. This forward-looking information reflects current views with respect to current and future events and circumstances and is not a guarantee of future performance and is subject to risks, uncertainties and assumptions, including those relating to changes in business, performance and markets. Actual results may differ materially from information contained in the forward-looking information as a result of a number of those factors. Forward-looking information is provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes Mr. D'Ambrosio undertakes no obligation to publicly update or revise any forward-looking information contained in this press release, except as required by applicable laws.
Mr. Lance D' Ambrosio