APM Andean Precious Metals Corp

Erdene Resource Development Corp. ("Erdene" or "Company") (TSX:ERD), today
announced that it will hold a special meeting of shareholders ("Meeting") on
October 26, 2012 to approve a plan of arrangement ("Arrangement") to separate
its Mongolian metals exploration projects, which will stay within Erdene, from
its North American projects (consisting primarily of its 25% interest in the
Donkin Coal Project), which will become the major asset of Morien Resources
Corp. ("Morien"), to be listed on the TSX Venture Exchange. Upon completion of
the Arrangement, Erdene shareholders will control 100% of the Mongolia assets
through Erdene and 97.25% of Morien.


"We believe the proposed division of our diverse key assets within the two
public vehicles will greatly enhance the potential to create value in both the
Mongolian metals projects and in the Donkin Coal Project and we are excited to
launch these two focussed entities. We are confident the flexibility we will
create within Morien with its interest in what we believe to be a premier global
coal asset and the dedication we can commit to the Altan Nar gold project and
our other Mongolian metals exploration projects, will prove to be very
beneficial to our stakeholders" said Peter Akerley, President and CEO of Erdene.


The management information circular ("Circular") outlining the details of the
proposed transaction has been filed on SEDAR. It is also available on the
Company's website (www.erdene.com) and is being mailed to Erdene shareholders.
The Meeting will be held at 10:30 a.m. (Atlantic Time), at Purdy's Wharf Tower
II, 1969 Upper Water Street, Suite 1300, Halifax, Nova Scotia. At the Meeting,
shareholders will be asked to approve the Arrangement, which involves the
transfer by Erdene to Advanced Primary Minerals Corp. ("APM") of $1.95 million
cash and all of Erdene's North American property interests, comprised primarily
of its 25% interest in the Donkin Coal Project in Cape Breton, Nova Scotia, by
way of the transfer of the shares of Erdene Resources Inc. ("ERI"), a wholly
owned subsidiary of Erdene, to APM. As part of the Arrangement, following the
transfer, ERI and APM will amalgamate to form an amalgamated corporation to be
named "Morien Resources Corp." ("Morien"). The shares of Morien will be
consolidated and Erdene will create a new class of shares ("Erdene New Shares").
On the effective date of the Arrangement ("Effective Date"), Erdene will
distribute to Erdene shareholders one-half of one Erdene New Share and one-half
of one Morien share in exchange for each outstanding Erdene share. As an
example, a holder of 1,000 Erdene shares on the effective date will become a
holder of 500 Erdene New Shares and 500 Morien shares.


Following the Arrangement:

(a) all of Erdene's North American property interests, consisting primarily of
Erdene's 25% interest in the Donkin Coal Project, will be held by Morien, which
will trade on the TSX-V under the symbol "MOX". Morien will have an aggregate of
49,255,990 shares outstanding, 97.25% of which will be held by Erdene
shareholders and 2.75% will be held by the former shareholders of APM other than
Erdene. 


(b) Erdene will continue under the same name and trading symbol and will
continue to focus on precious and base metal exploration in Mongolia. It is
anticipated that Erdene will have 47,901,450 shares outstanding. A shareholder's
current percentage ownership of Erdene will remain unchanged after the
Arrangement. 


To be effective, the Arrangement must be approved by (i) at least 66 2/3% of the
votes cast by Erdene shareholders present in person or represented by proxy at
the Meeting, and (ii) a majority of the votes cast by Erdene shareholders other
than the senior officers and directors of each of Erdene and APM. The
Arrangement is also subject to the satisfaction of other conditions, including
the approval of the Nova Scotia Supreme Court ("Court"). 


Assuming the necessary shareholder approval is obtained, Erdene intends to seek
the Court's approval on November 1, 2012. If the Court order is obtained and all
other conditions are satisfied, it is expected that the Effective Date will be
on or about November 7, 2012. Upon completion of the Arrangement, a news release
will be issued by Erdene advising of the actual Effective Date. The record date
for determining the Erdene shareholders entitled to participate in the
Arrangement will be the Effective Date. 


Erdene's board and management believe that the Arrangement will enhance the
ability of each of the two companies to pursue their independent corporate
objectives and strategies, with a view to maximizing long-term shareholder
value. In particular, the Arrangement will allow Erdene to focus on advancing
its metals projects in Mongolia, led by the significant new gold discovery at
Altan Nar, and will allow Morien to focus on the development of bulk commodity
projects in North America, primarily coal projects, led by the Donkin Coal
Project.


Further, transferring the Donkin Coal Project into a separate public vehicle
will provide current Erdene shareholders with additional investment flexibility,
as they will hold a direct interest in two separate public companies, each
focussed on their distinct objectives and each of which should be valued by the
market based on the various factors unique to each business. The Arrangement is
also expected to improve the market's identification and recognition of value
for both the Donkin Coal Project and Erdene's metal projects in Mongolia.


Full details of the proposed Arrangement and detailed information regarding
Morien are contained in the Circular. 


About Erdene 

Erdene Resource Development Corp. is a diversified resource company with metal
and coal interests in Mongolia, as well as the Donkin Coal Project and
industrial mineral assets in North America. Erdene has 95,802,901 common shares
issued and outstanding and a fully diluted position of 100,555,901 common
shares.


Forward-Looking Statements

Certain information regarding Erdene and Morien 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 believes that the expectations reflected in such
forward-looking statements are reasonable, it can give no assurance that such
expectations will prove to have been correct. Erdene cautions that actual
performance will be affected by a number of factors, most of which are beyond
its control, and that future events and results may vary substantially from what
Erdene currently foresees. Factors that could cause actual results to differ
materially from those in forward-looking statements are described in the
Circular and include market prices, exploitation and exploration results,
continued availability of capital and financing and general economic, market or
business conditions. 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. Erdene
assumes no obligation to revise or update these forward-looking statements or to
revise them to reflect the occurrence of future unanticipated events, except as
may be required under applicable securities laws.


NO REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED THE CONTENTS OF THIS RELEASE

Andean Precious Metals (TSXV:APM)
Historical Stock Chart
From Oct 2024 to Nov 2024

Andean Precious Metals (TSXV:APM)
Historical Stock Chart
From Nov 2023 to Nov 2024