Erdene and APM Receive Final Court Approval for Plan of Arrangement
02.11.2012 | Marketwire
Effective Date-November 9th 2012HALIFAX, NOVA SCOTIA -- (Marketwire) -- 11/02/12 -- Erdene Resource Development Corp. ("Erdene") (TSX: ERD) and Advanced Primary Minerals Corp. ("APM") (TSX VENTURE: APD) are pleased to announce that the plan of arrangement ("Arrangement") involving Erdene, APM and Erdene Resources Inc., a wholly-owned subsidiary of Erdene, was approved by the Supreme Court of Nova Scotia on November 1, 2012. The effective date of the Arrangement ("Effective Date") will be November 9, 2012.
At the special meetings of the shareholders of Erdene and APM, held on October 26, 2012, the shareholders of both companies voted in favour of the Arrangement. Under the terms of the Arrangement, Erdene will separate its North American projects, consisting primarily of its 25% interest in the Donkin Coal Project, from its Mongolian metals exploration projects, which will stay within Erdene. The Donkin Coal Project will become the major asset of a new amalgamated company to be called Morien Resources Corp. ("Morien"). The shares of Morien ("Morien Shares") will be listed on the TSX Venture Exchange under the symbol "MOX". Erdene will continue under the same name and trading symbol.
On the Effective Date, the share capital of Erdene will be reorganized and each existing Erdene share will be exchanged for one-half of one "Erdene New Share" and one-half of one Morien Share. On the amalgamation of APM and ERI, each shareholder of APM (including Erdene) will receive one (1) common share of Morien for every 7.85 shares of APM owned by such shareholder. Erdene will distribute to the Erdene shareholders one-half of one Erdene New Share and one-half of one Morien Share for each existing common share of Erdene.
Detailed disclosure of the Arrangement can be found in the management information circulars prepared by each of Erdene and APM, dated September 25 and 26, 2012, respectively, both of which are available on SEDAR.
Forward-Looking Statements
Certain information regarding Erdene and APM contained herein may constitute forward-looking statements within the meaning of applicable securities laws. Forward-looking statements may include estimates, plans, expectations, opinions, forecasts, projections, guidance or other statements that are not statements of fact. Although Erdene and APM believe that the expectations reflected in such forward-looking statements are reasonable, they can give no assurance that such expectations will prove to have been correct. Erdene and APM caution that actual performance will be affected by a number of factors, most of which are beyond their control, and that future events and results may vary substantially from what they currently foresee. The forward-looking statements are expressly qualified in their entirety by this cautionary statement. The information contained herein is stated as of the current date and subject to change after that date.
NO REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED THE CONTENTS OF THIS RELEASE
Contacts:
Erdene Resource Development Corp.
Peter C. Akerley, President and CEO
(902) 423-6419
Ken W. MacDonald, Vice President Business Strategy and CFO
(902) 423-6419
info@erdene.com
www.erdene.com
Advanced Primary Minerals Corp.
Ken W. MacDonald, President and CEO
(902) 466-7255
info@advminerals.com
www.advminerals.com
