Ka An Development Co. Limited Acquires Common Shares of Eastern Platinum Limited
(firmenpresse) - TORONTO, ONTARIO -- (Marketwired) -- 05/09/16 -- Ka An Development Co. Limited ("Ka An") today announced that on May 5, 2016, it entered into a Share Purchase Agreement with Invesco Canada Ltd. in its capacity as (i) manager of each of Invesco Corporate Class Inc. on behalf of Trimark Canadian Class, Invesco Select Canadian Equity Fund, Trimark Canadian Fund and Trimark Canadian Small Companies Fund and (ii) sub-advisor of GWL Canadian Value Fund, pursuant to which Ka An acquired ownership and control of 12,777,994 common shares ("Common Shares") in the capital of Eastern Platinum Limited ("Eastern Platinum"), representing approximately 13.79% of the issued and outstanding Common Shares.
For purposes of calculating the percentage of Common Shares owned and controlled by Ka An, Ka An has assumed that there were 92,639,032 Common Shares outstanding as at May 5, 2016, as disclosed in Eastern Platinum''s MD&A for the period ended December 31, 2015.
Other Information
The aggregate cash consideration paid by the Ka An to acquire the Common Shares that are the subject of this press release was is $15,078,032.92, being $1.18 per Common Share.
Ka An acquired control and ownership of, the Common Shares that are the subject of this press release for investment purposes.
In connection with the investment by Ka An in the Common Shares, Ka An intends to engage in communications with members of management and the board of directors of Eastern Platinum and other current or prospective shareholders, and may engage in communications with industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors with respect to Eastern Platinum.
While Ka An has no current plans or intentions that relate to or would result in:
depending upon various factors including, without limitation, Eastern Platinum''s financial position, the price levels of the Common Shares, conditions in the securities markets and general economic and industry conditions, Ka An''s business or financial condition and other factors and conditions Ka An deems appropriate, Ka An may develop such plans in the future.
Ka An may also formulate other purposes, plans or proposals regarding Eastern Platinum or any of its securities to the extent deemed advisable in light of general investment and trading policies, market conditions or other factors or may change its intention with respect to any and all matters referred to in this press release.
Subject to various factors, including those set forth above, Ka An intends to acquire additional Common Shares of Eastern Platinum in the future.
In addition, Ka An intends to effect a change in the board of directors of Eastern Platinum. In this regard, Ka An delivered notice to Eastern Platinum and its Corporate Secretary on May 6, 2016, pursuant to Eastern Platinum''s Advance Notice Policy, of its intention to nominate six new directors at the upcoming annual general meeting of Eastern Platinum''s shareholders to be held on June 15, 2016. A copy of that notice is attached to this press release as Exhibit "A". Subject to applicable securities and corporate laws, Ka An intends to solicit proxies from other shareholders of Eastern Platinum in support of the director nominees set forth in the notice.
Except as specifically indicated in this press release, neither the issuance of this press release in connection with the matters disclosed herein nor the anticipated filing by Ka An of the corresponding "early warning" report required to be filed in accordance with applicable Canadian securities laws is an admission that an entity named or otherwise referred to in this press release owns or controls any described securities or is a joint actor with another entity named or otherwise referred to in this press release.
Ka An''s address and other contact information is set forth below. For further information, including to obtain a copy, once filed, of the "early warning" report required to be filed in accordance with applicable Canadian securities laws, contact Ka An at the address specified below.
EXHIBIT "A"
NOTICE OF DIRECTOR NOMINATIONS
TO: EASTERN PLATINUM LIMITED (THE "COMPANY")
AND TO: THE CORPORATE SECRETARY OF THE COMPANY
Reference is made herein to the Advance Notice Policy of the Company adopted by the board of directors of the Company on May 13, 2013 and ratified by the shareholders of the Company on June 12, 2013 (the "Advance Notice Policy"). Capitalized terms used but not otherwise defined herein have the meanings given to them in the Advance Notice Policy.
The undersigned Nominating Shareholder hereby provides notice, in accordance with the Advance Notice Policy, of its proposed nomination of the following persons (collectively, the "Nominating Shareholder Nominees" and each individually a "Nominating Shareholder Nominee") for election as a director of the Company at the Annual General Meeting of shareholders of the Company to be held on June 15, 2016:
Except as disclosed below, within the last ten years before the date of this notice, no Nominating Shareholder Nominee was a director or executive officer of any company or acted in that capacity for a company that:
Mr. Clausi became a director and officer of Interactive Capital Partners Corporation ("ICPC") on July 3, 2014 when ICPC was already the subject of a cease trade order issued on May 8, 2012 as a result of its failure to meet its timely disclosure filing obligations. The cease trade order pre-dated Mr. Clausi''s involvement with ICPC. Since Mr. Clausi joined the board all cease trade orders against ICPC have been revoked.
Mr. Dorin is a director of Huaxing Machinery Corp ("HUA"), which had a cease trade order issued against it on February 26, 2015. Due to its declining financial position, HUA''s subsidiary operating company in China was unable to fund HUA, a reporting issuer that traded on the TSX Venture Exchange, and provide the ongoing regulatory and financial reporting required by the British Columbia Securities Commission. HUA was thus unable to complete an audit of its financial statements for the fiscal year ended December 31, 2014, which was to include restated financial statements for the prior year. It is expected that HUA will be delisted in May, 2016.
Mr. Dorin is also a director of China Keli Electric Co. Ltd ("ZKL"), which had a cease trade order issued against it by the British Columbia Securities Commission on September 8, 2014 for failure to timely file its audited consolidated financial statements for the year ended April 30, 2014. ZKL filed its audited consolidated financial statements for the year ended April 30, 2014 and the cease trade order was revoked by the British Columbia Securities Commission on July 15, 2015. ZKL is currently pursuing a going private transaction.
On August 18, 2010, Northern Star Mining Corp. ("Northern Star"), a company for which Mr. Pirie was at the time acting as Chief Executive Officer, filed a Notice of Intention to Make a Proposal under the Bankruptcy and Insolvency Act (Canada), providing it with protection from its creditors for a period of 30 days while it explored proposals to restructure its outstanding debt obligations and attempt to raise equity capital to finance further engineering and drilling programs on its properties. After seeking and obtaining several extensions to the 30-day period in which to file such a proposal under the Bankruptcy and Insolvency Act (Canada), Northern Star announced on January 24, 2011 that it would not seek any further extensions. As a consequence, Northern Star was deemed to have filed an assignment in bankruptcy.
Personal Bankruptcies
During the ten years preceding the date of this notice, no Nominating Shareholder Nominee has been declared bankrupt or made a voluntary assignment in bankruptcy; made a proposal under any legislation relating to bankruptcy or insolvency; or been subject to or instituted any proceedings, arrangement or compromise with creditors; or had a receiver, receiver manager or trustee appointed to hold the assets of the Nominating Shareholder Nominee.
Consents
Enclosed with this notice are consents, completed and executed by each of the Nominating Shareholder Nominees to act as a director of the Company and to being named in the proxy circular to be issued by management of the Company in connection with the Annual General Meeting of the Company to be held on June 15, 2016. The residential address and, where applicable, business address of the Nominating Shareholder Nominees in disclosed in each such consent.
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Nominating Shareholder
The Nominating Shareholder is the registered holder of 12,777,994 common shares of the Company (the "Nominating Shareholder Shares"). Other than the Nominating Shareholder Shares, the Nominating Shareholder does not beneficially own or control, directly or indirectly, any voting securities of the Company.
DATED this 6th day of May, 2016
KA AN DEVELOPMENT CO. LIMITED
By: (Signed) Liu Changyu
Name: Liu Changyu
Title: Managing Director
Contacts:
Ka An Development Co. Limited
Liu Chang Yu
Managing Director
+86 156 5296 1195
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Datum: 09.05.2016 - 14:30 Uhr
Sprache: Deutsch
News-ID 1433657
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