V6C 2E Trans National Minerals Inc. Announces Concurrent Financings to Proposed Qualifying Transaction and Results of Shareholders Meeting
5th Floor, 530 Hornby Street Vancouver, BC V6C 2E
For Immediate Release
TRANS NATIONAL MINERALS INC. ANNOUNCES CONCURRENT FINANCINGS TO PROPOSED QUALIFYING TRANSACTION AND RESULTS OF SHAREHOLDERS MEETING
Vancouver, BC., June 4, 2010 – Trans National Minerals Inc. (TSX-V:TNF.P – the “Company”) is pleased to announce that it has entered into an agency agreement (the “Agency Agreement”) dated June 4, 2010 with Macquarie Private Wealth Inc. (“Macquarie”) pursuant to which the parties have agreed that, subject to satisfactory completion of its due diligence, Macquarie will act as agent in connection with the Company’s proposed offering of its common shares (the “SFOD Offering”) by way of a TSX Venture Exchange (“TSXV”) short form offering document dated June 4, 2010 (the “SFOD”). The SFOD Offering will form a part of the Company’s concurrent financings (the “Financings”) for its proposed Qualifying Transaction involving the acquisition of an option (the “Option”) to acquire a 100% interest in and to the certain unpatented mineral claims known as the Pine Tree copper-molybdenum property located in the Pilot Mountains in Mina, Nevada from Mosquito Consolidated Gold Mines Limited. The Financings are expected to close concurrently with the closing of the Qualifying Transaction.
The Company proposes to raise up to an aggregate of $3,000,000 under the Financings through the issuance of up to 10,000,000 common shares (the “Offered Shares”) at a price of $0.30 per share. The Financings will include both the SFOD Offering and a non-brokered private placement (the “Private Placement”). The SFOD Offering will involve the sale of a minimum of 6,000,000 up to a maximum of 6,666,667 Offered Shares for gross proceeds of a minimum of $1,800,000 up to a maximum of $2,000,000. The Private Placement will involve the sale of a minimum of 3,333,333 Offered Shares up to a maximum of 4,000,000 Offered Shares for gross proceeds of a minimum of $1,000,000 up to a maximum of $1,200,000. As previously stated, the aggregate gross proceeds of the Financings will be a maximum $3,000,000.
Pursuant to the Agency Agreement, Macquarie has agreed to act as agent to the SFOD Offering on a commercially reasonable efforts basis. Macquarie will receive a cash commission equal to 8% of the gross proceeds of the SFOD Offering. In addition, Macquarie will receive an agent’s option entitling it to purchase up to that number of common shares of the Company that is equal to 8% of the Offered Shares sold under the SFOD Offering at a price of $0.30 per share for a period of two years from the closing of the SFOD Offering.
The Company intends to use the proceeds of the Financings in the manner disclosed in the Company’s management information circular dated March 31, 2010 for its annual and extraordinary general meeting held on May 18, 2010 (the “Meeting”), a copy of which is available on SEDAR.
With regards to the Meeting, the Company is pleased to announce that at the Meeting the Company received overwhelming support for all resolutions. Over 92.5% of all outstanding shares were voted at the Meeting, and all resolutions were approved by 100% of the votes cast, except for the stock option plan resolution, which was approved by 99.96% of the votes cast. The resolution approving the acquisition of the Option received the requisite minority shareholder approval with 100% of the eligible votes cast, which totalled over 95% of the shares held by minority shareholders, voting in favour of the resolution.
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The Company’s Chief Executive Officer, Mr. Fu Hongxue noted that, “This shows that shareholders are totally supportive of our work to find a high quality transaction as the launch-pad for the Company. We thank them for their patience, and we will continue to work hard on opportunities with potential to generate shareholder value”.
The Company’s Qualifying Transaction, the SFOD Offering and the Private Placement are subject to TSXV acceptance and all other necessary regulatory approvals.
TRANS NATIONAL MINERALS INC.
Hongxue Fu, Chief Executive Officer
For more information, please contact:
Bruce Pridmore, Chief Financial Officer Tel: 250-884-6006 [email protected]
CAUTIONARY STATEMENT
Completion of the above transactions, including completion of the Qualifying Transaction and Financings, are subject to a number of conditions, including but not limited to, Exchange acceptance. There can be no assurance that the transactions will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular prepared in connection with the transaction any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Disclaimer for Forward-Looking Information
This press release contains forward-looking information within the meaning of Canadian securities laws. Such information includes, without limitation, information regarding the completion of proposed transactions and future activities of the Company. Although the Company believes that such information is reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking information is typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. The Company cautions investors that any forward-looking information provided by the Company is not a guarantee of future results or performance, and that actual results may differ materially from those in forward looking information as a result of various factors, including, but not limited to, the state of the financial markets for the Company’s equity securities, the state of the market for minerals that may be produced generally, recent market volatility, the Company's ability to obtain any necessary permits, consents or authorizations required for its activities, the Company's ability to raise the necessary capital or to be fully able to implement its business strategies and other risks associated with the exploration and development of mineral properties. The reader is referred to the Company's Information Circular dated March 31, 2010 for a more complete discussion of such risk factors and their potential effects, a copy of which may be accessed through the Company’s page on SEDAR at www.sedar.com.