TORONTO, ONTARIO -- (Marketwired) -- 04/22/13 -- THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT AUTHORIZED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
Southeast Asia Mining Corp. ("SEA" or the "Company") is pleased to announce that the Company has engaged Jennings Capital Inc. ("Jennings") to lead a brokered private placement to raise, on a best efforts agency basis, a minimum of $6,000,000 through the issue of special warrants ("Special Warrants"), at a price of $0.50 per Special Warrant (the "Offering"). Each Special Warrant will entitle the holder thereof to receive, without payment of any additional consideration, one Unit to be issued from treasury of the Company (the "Units") upon the exercise of the Special Warrants. The Special Warrants will be exercised or deemed exercised by the holders thereof at any time on or before 5:00 p.m. (Toronto time) on the earlier of:
a. the date the Special Warrant is exercised at the election of the holder; andb. the listing of shares on a recognized exchange
Each Unit will be comprised of one common share of the Company (a "Common Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each full warrant may be exercised for $0.65 for one Common Share for a period of three years from the date that the common shares are listed on a recognized exchange. The closing of the Offering is anticipated to be on or about June 5, 2013.
The Company will make commercially reasonable efforts to obtain a listing of the Common Shares on a recognized exchange and obtain a final receipt for a short form prospectus qualifying the distribution of the Common Shares and the Warrants issuable upon conversion of the Special Warrants no later than thirty (30) days after the Closing Date. In the event that a final receipt for the short form prospectus is not obtained within thirty (30) days after the Closing Date, each subscriber of Special Warrants shall be entitled to receive in respect of each Special Warrant purchased, without the payment of any additional consideration and without any further action on the part of the holder thereof, an additional 0.10 of the securities underlying each Special Warrant purchased by such holder.
The proceeds from the sale of the Special Warrants will be used by the Company to make payments pursuant to the Company's joint venture agreement, mine permitting, pre-production design and engineering, exploration data compilation, drilling and geophysical surveys at or near the Song Toh and Boh Yai mines, and for general working capital purposes.
Jennings will be paid a cash commission equal to 7% of the aggregate gross proceeds of the Offering, and will be issued broker warrants equal to 7% of the number of Special Warrants issued to qualified investors.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Southeast Asia Mining Corp.
Southeast Asia Mining Corp. is a junior exploration and mining company focused in Thailand. The Company has a joint venture agreement whereby it has an option to earn an 80% interest in the mining lease applications of the two historical operating silver-lead-zinc mines (Song Toh and Boh Yai), flotation plant and equipment. The mines were operated by Cominco in 1948, explored and operated by the German mining company Metalgesellschaft to 1990, and subsequently by a Thai private company (Kemco) until 2002 when they were closed due to depressed metal prices. Historically the mines processed approximately 5.4 million tonnes of ore producing 520,000 tonnes of Pb and Zn concentrates at the 1,000 tpd flotation plant. The plant was refurbished in 2008 by SEA and its joint venture partner when approximately 60,000 tonnes of ore were processed. The Company also has a 100% interest in three special prospecting licenses (1,308 hectares) and seven special prospecting licence applications (4,400 hectares) surrounding the Song Toh and Boh Yai mines and two special prospecting license applications (2,878 hectares) for copper-gold exploration in the Province of Lopburi and Nakon Sawan within the area of the Loei-Phetchabun Gold Belt.
Statements in this release that are forward-looking reflect the Company's current views and expectations with respect to its performance, business, and future events. Such statements are subject to various risks and assumptions, some, but not necessarily all, are disclosed elsewhere in the Company's disclosure filings with Canadian securities regulators. Such statements and information contained herein represent management's best judgment as of the date hereof based on the information currently available; however actual results and events may vary significantly. The Company does not assume the obligation to update any forward-looking statement.
Southeast Asia Mining Corp.
President and CEO