TSXV: NEM
URUMQI,
XINJIANG, PEOPLE'S REPUBLIC OF
CHINA, Jan. 8,
2016 /CNW/ - New Era Minerals Inc. (the "Company")
announces that it has arranged a non-brokered private placement
(the "Private Placement") involving the sale to Lin Guang Ju, a director of the Company, of
approximately 10,500,000 common shares of the Company (the
"Shares") in two tranches. The first tranche of the Private
Placement will consist of 5,250,000 common shares of the Company at
a subscription price of $0.20 per
share for gross proceeds of 5,000,000
RMB (approximately $1,050,000)
which is expected to close upon receipt of requisite shareholder
approval as described below. The second tranche of the Private
Placement will consist of such additional number of common shares
of the Company as is equal to Canadian dollar equivalent of
5,000,000 RMB divided by the greater
of: (i) $0.20; and (ii) the lowest
allowable subscription price pursuant to the policies of the TSX
Venture Exchange ("TSXV"). The number of common shares of
the Company to be issued pursuant to the second tranche of the
Private Placement will therefore be a maximum of 5,250,000 common
shares (subject to fluctuation of the currency exchange rate
between the Canadian dollar and RMB). The second tranche is
expected to close on or before June 30,
2016.
Proceeds of the Private Placement are to be used to repay an
outstanding loan provided by Mr. Lin to the Company of 2,000,000 RMB (approximately $420,000) and for general corporate and working
capital requirements, including the investigation of potential
opportunities to acquire additional mining projects.
The completion of the Private Placement is subject to: (1) TSXV
approval; and (2) disinterested shareholder approval of the
resulting change of control of the Company (the "Change of
Control") arising from the Private Placement and, as announced
in the Company's news release of November
27, 2015, the proposed purchase by Mr. Lin of all of the
issued and outstanding common shares of Haijin Group Limited, a
company which holds 51,333,333 common shares of the Company (the
"Share Purchase"). Upon completion of the Share Purchase and
closing of the Private Placement, Mr. Lin would beneficially own up
to 61,833,333 common shares of the Company, representing
approximately 68.05% of the Company's issued and outstanding common
shares. The Company intends to seek disinterested shareholder
approval to the Change of Control by way of written consents or, in
the alternative, at its shareholder meeting scheduled for
February 9, 2016.
Mr. Lin is a "Related Party" of the Company as Mr. Lin is a
director of the Company. As such, the Private Placement constitutes
a "related party transaction" within the meaning of Multilateral
Instrument 61 101 – Take Over Bids and Special
Transactions ("MI 61-101"). The Company intends to
rely upon certain exemptions from the requirements to obtain a
formal valuation and minority approval for the Private Placement
under MI 61-101 which the Company expects to be available to
the Company, namely sections 5.5(b) – Issuer Not Listed on
Specified Markets and 5.7(1)(b) – Fair Market Value Not More Than
$2,500,000, respectively.
About New Era Minerals Inc.
New Era Minerals Inc., through its wholly-owned subsidiary,
Haijin International Group Limited, owns 95% of Xinjiang Yongkun
Mining Co. Ltd. ("Yongkun"). Yongkun's principal activities
are the exploration, evaluation and development of mineral property
interests in the People's Republic of
China ("PRC"), including Yongkun's 100%-owned Suyeke
North nickel property located in Tuoli County, Tacheng Area, Xinjiang-Uyghur Autonomous Region,
PRC.
On behalf of the Board of Directors of
NEW ERA MINERALS INC.
Sun Tian Xiang
Chief Executive Officer
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.
Forward-looking Information
This news release includes certain statements that may be deemed
to be "forward-looking information" within the meaning of
applicable Canadian securities legislation that are based on the
belief of management and reflect the Company's current expectation.
All statements in this release, other than the statements of
historical facts, that address events or developments that the
Company expects to occur, are forward-looking information.
Forward-looking information are generally, but not always,
identified by the words "expects", "plans", "could" or "should"
occur.
Forward-looking information in this news release includes,
without limitation, all statements regarding the completion of the
Share Purchase, the Private Placement and the Change of Control,
the proposed use of proceeds to be raised pursuant to the Private
Placement and obtaining shareholder approval to the Change of
Control. By its nature, forward-looking information involve
known and unknown risks, uncertainties and other factors which may
cause our actual results, performance or achievements, or other
future events, to be materially different from any future results,
performance or achievements expressed or implied by such
forward-looking information. Such factors include, among other
things, the timeliness of receipt of regulatory approval to the
Private Placement, the Share Purchase and the Change of Control;
fluctuations in the Canadian dollar-Renminbi exchange rate; and
those factors disclosed in the Company's publicly filed
documents. Forward-looking information is also based on a
number of assumptions, including, but not limited to, that the
conditions in the agreement relating to the Share Purchase will be
satisfied and that all required shareholder, stock exchange and
other regulatory approvals to the Private Placement, the Share
Purchase and the Change of Control will be obtained.
Although the Company believes that the expectations expressed in
such forward-looking information are based on reasonable
assumptions, such forward-looking information are not guarantees of
future performance and actual results may differ materially from
those in forward-looking information. The forward-looking
information in this news release is provided as of the date of this
news release, and Company disclaims any intention or obligation to
update or revise such forward-looking information, except as
required by applicable law. Accordingly, readers should not place
undue reliance on forward-looking information.
SOURCE New Era Minerals Inc.