Merit Mining Corp. Closes First Tranche of $15.5 Million Private Placement with Hong Kong Huakan Investment Co., Limited
VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 12, 2010) - Merit Mining Corp. (TSX VENTURE:MEM) (the "Company") has closed the first tranche of a previously announced private placement by the Company to Hong Kong Huakan Investment Co., Limited ("Huakan"). The first tranche is comprised of 19,000,000 common shares, priced at $0.50 per share, for gross proceeds of $9,500,000. A finder's fee, comprised of a cash payment of $190,000 and 190,000 common shares of the Company, has been paid. In addition, a finder's warrant has been issued for 950,000 common shares, exercisable on or before May 12, 2011, at an exercise price of $0.50 per share. All securities issued pursuant to the first tranche of the private placement are subject to a four month hold period until September 13, 2010.
Under the terms of the subscription agreement with Huakan, a second tranche investment of $6,000,000, priced at $0.67 per common share, will be completed on or before June 30, 2010.
Proceeds of the first closing will be used to: (i) pay $355,000 to unsecured creditors in connection with the Company's proposal under the Bankruptcy and Insolvency Act (Canada); (ii) repay all outstanding principal and accrued interest totalling $4,371,849.96 to extinguish debt owed to Wega Mining AS and Munday Home Sales Ltd.; (iii) pay accrued and unpaid interest in arrears of $441,520.55 to the holders of debentures (the "Jory Debentures") issued pursuant to the Trust Indenture dated July 21, 2008 between Merit and Computershare Trust Company of Canada. The balance of proceeds will be used to advance the Greenwood Gold project, located near Greenwood, BC and the J&L project, located near Revelstoke, BC, and for general corporate purposes.
In addition, the Company has amended the Jory Debentures to: extend the maturity date to July 21, 2014; modify the conversion terms so that they are convertible at $20.00 per share in the fourth and fifth year, with no convertibility in the sixth year; and modify the redemption terms to delete the 5% redemption premium set out in the Trust Indenture.
In connection with the investment by Huakan into Merit, the Company is continuing to restructure its board of directors. Effective today, Mr. Shicheng Song, a nominee of Huakan, has been appointed as a director, replacing Mr. Courtney Shearer, who has stepped down as a director. Mr. Shearer has agreed to act as a consultant to the board. Mr. Song has 28 years experience in accounting, financing and management and currently serves as the manager of the finance department for Tianjin Huakan Group Co., Ltd.
The board has also appointed Mr. Yuandong (Jeffrey) Ren as Chief Financial Officer and Corporate Secretary of the Company. Mr. Ren holds an MBA from Tianjin University of China and has 17 years of experience in financial management, direct investment and fund management and investment banking.
At the upcoming Annual General Meeting of Shareholders of Merit to be held on June 30, 2010, a third nominee of Huakan will be proposed for election to the board of directors.
Deli Tian, Executive Director of Hong Kong Huakan Investment Co., Limited, said, "Huakan is very pleased to be making its first investment in Canada and looks forward to a long and bright future for Merit."
Fred Sveinson, President and CEO of Merit, states: "The closing of this initial investment by Huakan into Merit signals the start of what we believe will be a long and successful partnership. We look forward to working with Huakan to continue re-building Merit."
Merit Mining Corp.
Fred Sveinson, President & CEO
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