Erdene and Morien Announce Completion of Plan of Arrangement and Commencement of Trading – Joint News Release
Halifax, Nova Scotia – November 9, 2012 – Erdene Resource Development Corp. (“Erdene”) (TSX:ERD) and Morien Resources Corp. (“Morien“) (TSX-V:MOX) are pleased to announce the Plan of Arrangement (“Arrangement”) involving Erdene, Advanced Primary Minerals Corp. (“APM”) and Erdene Resources Inc., a wholly-owned subsidiary of Erdene, has now closed, and the shares of both companies commence trading today, the effective date, November 9, 2012.
At the special meetings of the shareholders of Erdene and APM, held on October 26, 2012, the shareholders of both companies voted in favour of the Arrangement. Under the terms of the Arrangement, Erdene’s North American projects, consisting primarily of its 25% interest in the Donkin Coal Project, are now owned by Morien. The Mongolian metals exploration projects will stay within Erdene. The shares of Morien (“Morien Shares”) are listed on the TSX Venture Exchange under the symbol “MOX”. Erdene will continue under the same name and trading symbol.
As a result of the Arrangement:
- The share capital of Erdene has been reorganized and each pre-existing Erdene share has been exchanged for one-half of one “Erdene New Share” and one-half of one Morien Share.
- Former shareholders of APM, other than Erdene, have received one Morien Share for every 7.85 shares of APM.
Detailed disclosure of the Arrangement can be found in the management information circulars prepared by each of Erdene and APM, dated September 25 and 26, 2012, respectively, both of which are available on SEDAR.
Shareholders of Erdene and former shareholders of APM are asked to surrender their share certificate(s) to Computershare Investor Services Inc. to be exchanged for direct registration advices representing Erdene New Shares and Morien Shares, in the case of Erdene shareholders, and Morien Shares, in the case of former shareholders of APM. Letters of Transmittal were mailed to shareholders of Erdene and former shareholders of APM. Copies are also available on SEDAR.
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 and Morien believe that the expectations reflected in such forward-looking statements are reasonable, they can give no assurance that such expectations will prove to have been correct. Erdene and Morien caution that actual performance will be affected by a number of factors, most of which are beyond their control, and that future events and results may vary substantially from what they currently foresee. 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.
NO REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED THE CONTENTS OF THIS RELEASE
Erdene Resource Development Corp.
Peter C. Akerley, President and CEO
Ken W. MacDonald, Vice President Business Strategy and CFO
Phone: (902) 423-6419
Morien Resources Corp.
John P.A. Budreski, President and CEO
Phone: (902) 466-7255