Acquisition of Shares of EPM Mining Ventures Inc. by Mr. Lance D'Ambrosio
March 27 2014 - 1:58PM
Marketwired
Acquisition of Shares of EPM Mining Ventures Inc. by Mr. Lance
D'Ambrosio
SALT LAKE CITY, UTAH--(Marketwired - Mar 27, 2014) - 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(801) 485-0223
(TSXV:EPK)
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