EPM Mining Ventures Inc (TSX-V: EPK) has closed the first tranche of a previously announced private placement deal that will potentially give the company up to $85 million to develop its sulphate of potash project at the Sevier Playa in Utah. EPM, a Toronto-based mining business focused on specialty fertilizers, received about $10.35 million in proceeds in a first installment from Australian private equity firm EMR Capital. As a result, EMR’s Donald Carroll and Robert Curtis have been appointed to the company’s board of directors. Subsequent deal tranches are tied to specific project milestones.
EPM Mining Ventures Inc. Closes C$10,354,839 Private Placement With EMR Capital Resources Fund 1, LP
TORONTO, ONTARIO–(Marketwired – May 29, 2015) – EPM Mining Ventures Inc. (“EPM” or the “Company”) (TSX VENTURE:EPK) (OTCQX:EPKMF) announced today that it has closed its previously announced private placement with EMR Capital Resources Fund 1, LP (“EMR”), pursuant to which EPM issued to EMR 34,516,129 units (the “Units”) at C$0.30 per Unit for gross proceeds of C$10,354,839, with each Unit being composed of one common share of EPM (a “Common Share”) and one Common Share purchase warrant (a “Warrant”) for an aggregate of 34,516,129 Common Shares and 34,516,129 Warrants (together, the “Offering”). Each Warrant entitles EMR to subscribe for one Common Share at a price of C$0.4243 per Common Share until May 29, 2017. However, subject to the achievement of certain milestones, EMR will be deemed to irrevocably exercise the Warrants into 34,516,129 Common Shares at a price of C$0.4243 per Common Share for gross proceeds of C$14,645,194 paid to the Company. In addition, EMR has agreed to a future investment commitment of not less than C$60 million, or one-third of the project equity commensurate with EMR’s pro rata share of EPM’s Sevier Playa SOP Project equity value based upon the net present value to be determined by the Company’s planned Feasibility Study.
As a result of the Offering, EMR has become an insider of the Company and the Offering has resulted in the creation of a new “Control Person” within the meaning of the rules and policies of the TSX Venture Exchange (the “TSXV”) for which the Company has obtained the written consent of shareholders holding over 50% of the issued and outstanding Common Shares, in accordance with the policies of the TSXV.
The Company intends to use the proceeds of the Offering towards funding its development program including its advanced fieldwork identified in its Preliminary Feasibility Study and permitting efforts to deliver a draft Environmental Impact Statement. If applicable, proceeds from the exercise of Warrants will be used by EPM to fund (i) the completion of its feasibility study, (ii) an Environmental Impact Statement and permitting, and (iii) for general working capital purposes.
Pursuant to the terms of the Subscription Agreement, EMR and EPM have entered into a relationship agreement (the “Relationship Agreement”), which provides for certain rights, obligations and responsibilities of the parties over the term of the Relationship Agreement, as further detailed in EPM’s May 12, 2015 press release.
In accordance with the terms of the Relationship Agreement, Donald Carroll and Robert Curtis have been appointed to EPM’s board of directors and, in connection with these appointments, Ronald Bryan and Jeff Gentry have resigned from the board of directors.
“I want to thank Ronald Bryan and Jeff Gentry for their service to the board and for their extraordinary contributions to the Sevier Playa project,” said Lance D’Ambrosio. “We would not be where we are today without their help. While they will be missed, we wish them the very best in their future endeavors.”
EPM was advised on the transaction by Ricardo Campoy and Joel Schneyer, Managing Directors in the Minerals Capital & Advisory practice of Headwaters MB (“Headwaters”). Headwaters is an independent, middle-market investment banking firm providing strategic merger and acquisitions, corporate finance services, and merchant banking through proprietary sources of capital. Headwaters is headquartered in Denver, Colorado, with 6 regional offices across the United States and partnerships with 18 firms covering 30 countries. For more information, visit www.headwatersmb.com. Pursuant to an agreement with Headwaters, EPM paid Headwaters C$414,194 plus reasonable expenses in connection with the Offering.
The securities issued in the Offering are subject to a hold period expiring September 30, 2015 in accordance with the rules and policies of the TSXV and applicable Canadian securities laws and such further restrictions as may apply under foreign securities laws. The Offering remains subject to the final approval of the TSXV.
About EPM Mining Ventures
EPM is an exploration-stage company focused on specialty fertilizers. Through Peak Minerals Inc., its indirect wholly-owned subsidiary, EPM controls directly or through agreement mineral leases on more than 124,000 acres on its Sevier Lake Playa property in Millard County, Utah. With a brine resource known to contain potassium, magnesium, sulphate, lithium, and a suite of other beneficial minerals, EPM is targeting the development and production of specialty fertilizers, including SOP, through the use of a cost-effective solar evaporation process. SOP and other specialty fertilizers are used in the production of high value, chloride-sensitive crops such as fruits, vegetables, and tree nuts. With the recent completion of a Preliminary Feasibility Study, the Company is currently engaged in engineering and analysis designed to support a feasibility study, environmental permitting, and ultimately mineral production.
For more information, 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.
This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, the exercise of Warrants, the exercise by EMR of its Investment Right and obtaining any applicable regulatory approvals therefor, and EPM’s future business. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects”, or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “does not anticipate”, or “believes” or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, or “will be taken”, “occur”, or “be achieved”. Forward-looking information is based on the opinions and estimates of management at the date the information is made, and is based on a number of assumptions and is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of EPM to be materially different from those expressed or implied by such forward-looking information, including risks associated with the future business and development of EPM and the actual terms of any agreement that would be entered into in respect of the transactions described in this press release. Although EPM has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. EPM does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
EPM Mining Ventures Inc.
Chief Executive Officer
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