EPM Mining Purchases Common Shares in Exchange for Non Voting Common Shares
March 27 2014 - 2:00PM
Marketwired
EPM Mining Purchases Common Shares in Exchange for Non Voting
Common Shares
TORONTO, ONTARIO--(Marketwired - Mar 27, 2014) - EPM Mining
Ventures Inc. (TSX-VENTURE:EPK)(OTCQX:EPKMF) ("EPM" or the
"Company") today announced that it has entered into share
repurchase agreements with certain holders of common shares to
purchase common shares ("Common Shares") from these holders in
exchange for non-voting common shares ("Non-Voting Shares"). The
transaction is being effected to assist the Company to achieve its
"foreign private issuer" under applicable United States securities
laws.
As of the date hereof, there are 108,293,457 Common Shares and
4,932,432 Non-Voting Shares issued and outstanding on a non diluted
basis. Following completion of the transaction, there will be
76,923,057 Common Shares and 36,302,832 Non-Voting Shares issued
and outstanding on a non diluted basis. The Non-Voting Shares are
convertible into Common Shares on a one-for-one basis at the
holders discretion.
Lance D'Ambrosio, the Chief Executive Officer and a director of
the Company, and Jeff Gentry, a director of the Company are
participating in the transaction. The sales to Mr. D'Ambrosio and
Mr. Gentry are considered "related party transactions" for the
purposes of Multilateral Instrument 61-101 ("MI 61-101"). However,
the sales are not subject to the minority approval and formal
valuation requirements under MI 61-101 as there is an applicable
exemption from these requirements as neither the fair market value
of the subject matter, nor the fair market value of the
consideration, for the sale, insofar as it involves the interested
parties, exceeds 25% of EPM's market capitalization. Both Mr.
D'Ambrosio and Mr. Gentry abstained from voting at the meeting of
the board of directors held to approve the transaction.
Mr. D'Ambrosio has agreed to sell 12,174,673 Common Shares for
cancellation in return for 12,174,673 Non-Voting Shares and Mr.
Gentry has agreed to sell 7,150,490 Common Shares for cancellation
in return for 7,150,490 Non-Voting Shares. 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 and Mr.
Gentry will own and control 9,919,910 Non-Voting Shares,
representing approximately 27.3% of the issued and outstanding
Non-Voting Shares on an undiluted 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, and Mr. Gentry will not own or control any Common Shares,
following the completion of the sale. All vendors of Common Shares
are residents in the United States and no purchases are being made
from persons who are in a jurisdiction of Canada or whose last
address as shown on the books of the Company is in a jurisdiction
of Canada.
About EPM Mining Ventures
EPM, through its wholly owned subsidiary Peak Minerals Inc.,
controls directly or through agreement, mineral leases on more than
124,000 acres on the Sevier Dry Lake property in Millard County,
Utah. EPM is targeting the future development and production of
Sulfate of Potash (SOP), a premium priced fertilizer used with
special crops and soil types, through a cost-effective solar
evaporation methodology.
For more information on the Company, please visit our web site
at www.epmmining.com.
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.
EPM Mining VenturesLance D'AmbrosioChief Executive Officer(801)
485-0223www.epmmining.com
(TSXV:EPK)
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