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Bursa Announcements

Date : 05 March 2012

TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS): NON RELATED PARTY TRANSACTIONS DEVELOPMENTS AT ASIAN MINERAL RESOURCES LIMITED (“AMR”)

MALAYSIA SMELTING CORPORATION BERHAD

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
DescriptionDEVELOPMENTS AT ASIAN MINERAL RESOURCES LIMITED (“AMR”)

The Board of Directors of Malaysia Smelting Corporation Berhad (“MSC”) would like to announce that Asian Mineral Resources Limited (“AMR”), in which MSC currently holds 15.4% equity, has entered into a Share Subscription Agreement with Pala Investments Holdings Limited (“Pala”) whereby Pala will, subject to the satisfaction of certain conditions precedent, purchase 71,666,667 units (“Units”) for total consideration of CDN$4,300,000.  Each Unit will consist of one common share of the Corporation and one-half of a common share purchase warrant (“Warrants”) with each whole Warrant carrying the right to purchase one common share at an exercise price of $0.10 for a period of five years commencing on the closing date of the transaction. The placement will provide AMR with the much needed funds to sustain its operations and seek further funding to complete the Ban Phuc Nickel/Copper Project in Vietnam. Pala is a multi-strategy investment company and will support the continued development of the project to enhance shareholder value.

Concurrently with the above, MSC has entered into a Right of First Refusal Agreement whereby MSC has granted Pala a right of first refusal over MSC’s shareholding in AMR which is currently 31,297,661 shares.  Pala and MSC have also entered into a Voting and Support Agreement whereby MSC is unconditionally obligated to vote its Shares in favour of the transactions provided for in the Subscription Agreement of Pala entered into with AMR in connection with the Pala Subscription.  Until the earlier of the date of closing or termination of the Pala Subscription and July 6, 2012, MSC is prohibited from disposing of any of its Shares or engaging in activities in furtherance of a transaction whereby a third party would acquire any Shares of AMR. 

Further, Pala has also entered into share purchase agreement (the “Share Purchase Agreement”) with Mellford Pte. Ltd. and Sword Investments Private Limited, who are affiliates of the Tecity group and thereby affiliates to MSC, to purchase from them 49,481,600 issued common shares.

Upon completion of these transactions Pala will own 121,148,267 common shares representing 44.1% of the AMR’s outstanding share capital and 50.3% on a fully diluted basis after Pala has exercised the Warrants in full. MSC’s shareholding in AMR would be diluted to 11.4% first and then upon exercise of warrants by Pala to 10.1%.

 This announcement is dated 5 March 2012.

 By order of the Board,

 Sharifah Faridah Abdul Rasheed

Company Secretary

 



Announcement Info

Company NameMALAYSIA SMELTING CORPORATION BERHAD  
Stock Name MSC    
Date Announced5 Mar 2012  
CategoryGeneral Announcement
Reference NoMS-120305-44246

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