Emperor Minerals Ltd. Announces that the Company has closed the non-brokered private placement for gross proceeds of $1,208,000.
Vancouver, B.C., February 13, 2012 - Emperor Minerals Ltd. (NEX: EM) (“Emperor” or the “Company”) is pleased to announce that further to its news releases of October 6, 2011, October 20, 2011 and December 15, 2011 the Company has closed the non-brokered private placement for gross proceeds of $1,208,000.
In addition, the TSX Venture Exchange (the “Exchange”) has conditionally approved the farm-in agreement (the “Farm-In Agreement”) dated October 6, 2011, as amended, among Cheetah-Yemen Holdings Ltd. (“Cheetah”), a wholly-owned subsidiary of the Company, Azure Resources Corporation (“Azure”), Arctic Petroleum Ltd., a wholly-owned subsidiary of Azure, and Arctic Oil and Gas Ltd., a whollyowned subsidiary of Arctic Petroleum Ltd. (the “Transaction”) and the Company’s reactivation from NEX to Tier 2 of the Exchange as an Oil and Gas Exploration company.
Financing and Reactivation
The non-brokered private placement consisted of the issuance of 24,160,000 units (the “Units”) at a price of $0.05 per Unit for gross proceeds of $1,208,000 (the “Financing”). Each Unit consists of one common share of the Company (a “Share”) and one-half of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder to purchase one additional common share of the Company at a price of $0.10 until February 13, 2014. If the volume weighted average trading price of the Company’s common shares on the Exchange exceeds $0.30 for a period of 30 consecutive trading days, the Company may, within 5 days after such an event, provide notice to the Warrant holders of early expiry and thereafter the Warrants will expire on the date that is 30 days following the date of such notice.
In connection with the Financing, the Company paid certain finders a cash commission totalling $30,920 and issued to the finders 922,400 common shares of the Company and 512,000 common share purchase warrants (the “Finder’s Warrants”). Each Finder’s Warrant entitles the holder to purchase one common share of the Company at a price of $0.10 until February 13, 2014.
The securities issued under the Financing are subject to a hold period expiring on June 14, 2012.
The Company anticipates that the reactivation of the Company to Tier 2 of the Exchange, and resumption of trading under the trading symbol “EM”, will occur on Thursday February 16, 2012.
Farm-In Agreement
Under the terms of the Farm-In Agreement, Cheetah will acquire a 22.5% net working interest in Exploration Licence Catalca AR/PTK-MER/3853 (the “Catalca Licence”) located in the Thrace Basin, Turkey by paying to Azure US$1,050,000 on or before February 15, 2012, an additional US$1,450,000 on or before March 15, 2012 and an additional US$2,000,000 on or before June 15, 2012. If the Company fails to make the US$1,450,000 payment to Azure by March 15, 2012, the Company’s interest in the Catalca Licence will be reduced from 22.5% to 16% or pro rata. In addition, if the Company fails to make the US$2,000,000 payment to Azure by June 15, 2012, the Company’s interest in the Catalca Licence will be reduced to 6% or pro rata.
Board and Officer Changes
In connection with the Company’s reactivation to Tier 2 of the Exchange and to meet the continued listing requirements of the Exchange, the board of directors of the Company have appointed Brad Culver as a director of the Company and Sammy Cheng as the Chief Financial Officer of the Company.
Mr. Cheng received a Diploma in Housing Management from the University of Hong Kong in 1996. In the same year, he became a corporate member of the Chartered Institute of Housing (United Kingdom). From 1989 to 1996, Mr. Cheng was employed as a Housing Officer for the Government of Hong Kong. His responsibilities included the management of real estate projects, residential tenancies and commercial tenancies.
Mr. Cheng has been employed as a financial accountant since 1996 and his main responsibilities have been to prepare quarterly and annual financial statements for reporting issuers. During this period he was also responsible for the financial affairs of various private companies. Mr. Cheng has been a director of Balto Resources Ltd since 2002 and a director of Cicada Ventures Ltd. since 2005. Mr. Cheng was the Chief Financial Officer of Balto Resources Ltd. from September 2005 to October 2009 and Cicada Ventures Ltd. from August 2006 to July 2009.
Mr. Culver holds a Bachelor of Science degree with a specialization in Geophysics from Queen’s University (Kingston, Ontario). Mr. Culver brings with him over 20 years of geological work experience and was a director of Probe Resources Ltd. from July 2007 to March 2011 and Landsend Resources Ltd. from July 2007 to January 2012.
ON BEHALF OF THE BOARD
“Brian Gracey”
Brian Gracey Director
Neither TSX Venture Exchange nor its Regulations Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Cautionary Statement Regarding “Forward-Looking” Information
Some of the statements contained in this press release are forward-looking statements and information within the meaning of applicable securities laws. Forward-looking statements and information can be identified by the use of words such as “expects”, “intends”, “is expected”, “potential”, “suggests” or variations of such words or phrases, or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements and information are not historical facts and are subject to a number of risks and uncertainties beyond Emperor’s control. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this news release. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, except as may be required by law.