Friday, October 23, 2026
MiningNewsTerminal
Friday, October 23, 2026 Admin

WEX.V ·

Dissemination to U.S. News Wire Services. Epm Mining Ventures Inc. Announces C$16,000,000 Private Placement with Tata Chemicals Ltd.

Financings

FOR IMMEDIATE RELEASE

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES OR DISSEMINATION TO U.S. NEWS WIRE SERVICES.

EPM MINING VENTURES INC. ANNOUNCES C$16,000,000 PRIVATE PLACEMENT WITH TATA CHEMICALS LTD.

Toronto, Ontario (August 23, 2011) – EPM Mining Ventures Inc. (TSXV: EPK) (“EPM”) announced that it has entered into an agreement (the “Subscription Agreement”) with Gusiute Holdings (UK) Limited (“Gusiute”), an indirect wholly-owned subsidiary of Tata Chemicals Limited, pursuant to which EPM will issue to Gusiute one unit at a price of C$16,000,000 (the “Offering”), such unit consisting of 8,000,000 voting common shares of EPM (“Common Shares”) and 8,000,000 common share purchase warrants (“Warrants”). Each Warrant will entitle the holder to subscribe for one Common Share at a price of $2.00 per share for a period of 12 months following the closing of the Offering. The closing of the Offering is subject to certain customary closing conditions set out in the Subscription Agreement, including the approval of the TSX Venture Exchange (the “TSXV”). EPM intends to use the proceeds of the Offering for the further evaluation of its properties and for general working capital purposes. The closing of the Offering will take place on the third business day following the satisfaction (or waiver, if applicable) of the closing conditions specified in the Subscription Agreement, or such other date as EPM and Gusiute may agree (the “Closing Date”).

Vice Chairman Jeff Gentry stated “We are excited about the opportunity to expand our relationship with one of the world’s preeminent companies. We appreciate the continued support of Tata and look forward to building a leadership position for EPM in the potash industry.” Upon closing of the Offering, EPM has agreed to grant certain rights to Gusiute for so long as Gusiute and its affiliates beneficially own, control or direct at least 15% of the outstanding Common Shares, including, among other things:

  • for a period of five years from the Closing Date,
    • the right to designate a number of individuals (such number based on Gusiute’s and its affiliates’ proportionate ownership of Common Shares) to be nominated by EPM for election as directors of EPM, and
    • prospectus qualification rights under Canadian securities laws; and
  • for a period of 2 years from the Closing Date, a pre-emptive right to maintain its pro rata interest in EPM.

Gusiute will concurrently agree: (i) to certain standstill restrictions for a period of up to five years; (ii) for a period of 24 months from the Closing Date, not to transfer any securities of EPM except in certain limited circumstances; and (iii) for the period ending on the date on which Gusiute, its affiliates and other joint actors beneficially own, control or direct more than 50% of the Common Shares, to vote, or cause to be voted, all such Common Shares in favour of the nominees proposed by management of EPM for election as directors of EPM.

Upon closing of the Offering and the Transfer (as defined below), based on its percentage ownership, Gusiute will have the right to designate two individuals to be nominated by EPM for election as directors of EPM (based on an anticipated board size of 9 directors).

The Offering constitutes a related party transaction pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”). EPM is entitled to rely an exemption from the formal valuation requirements of MI 61-101 and an exemption from the minority shareholder approval requirements of MI 61-101 because the fair market value of the Offering does not exceed 25% of EPM’s market capitalization.

EPM also announced that the founding shareholders of EPM, Lance D’Ambrosio and Jeff Gentry, have entered into an agreement with Gusiute to sell to Gusiute an aggregate of 4,378,000 Common Shares at a price of $2.00 per share (the “Transfer”). The Transfer is anticipated to be completed on or before the Closing Date or such other date as EPM and Gusiute may agree. Closing of the Transfer is subject to customary closing conditions, including the approval of the TSXV.

Assuming completion of the Transfer, the Offering, the exercise by Gusiute of all of the Warrants and no conversion of any other securities of EPM, there will be 121,225,889 Common Shares outstanding of which Gusiute will own or control (directly or through its wholly-owned subsidiary, Valley Holdings Inc.) 37,055,612 Common Shares, representing 30.6% of the outstanding Common Shares.

EPM would like to announce the resignation of Stephen M. Jones as the Chief Financial Officer and Secretary of EPM, effective immediately, although he will remain a member of the Board of Directors of EPM. Lance D’Ambrosio, the Chief Executive Officer of EPM stated, "Steve has been a valued business associate and has contributed immensely to the early success of EPM. On behalf of the Board of Directors, employees and shareholders, I would like to thank Steve for his hard work and dedication. We wish him the very best in his future endeavors." The Board has appointed Spencer Thunell, who is the current Director of Finance and Controller of EPM’s subsidiary Peak Minerals, Inc., as interim CFO and has commenced a process to locate a suitable successor CFO. Mr. Thunell is a CPA with extensive accounting experience. Mr. Thunell’s appointment is subject to the approval of the TSXV.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

For further information, please contact:

Lance D’Ambrosio Chief Executive Officer (801) 485-0223

Forward-Looking Information

This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, information with respect to the Offering, the sale of the Common Shares to Tata by Mr. D’Ambrosio and Mr. Gentry and EPM’s future business. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects", or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "does not anticipate", or "believes" or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", or "will be taken", "occur", or "be achieved". Forward-looking information is based on the opinions and estimates of management at the date the information is made, and is based on a number of assumptions and is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of EPM to be materially different from those expressed or implied by such forward-looking information, including risks associated with the future business and development of the company and the actual terms of any agreement that would be entered into in respect of the transactions described in this press release. Although EPM has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. EPM does not undertake to update any forward-looking information, except in accordance with applicable securities laws.