Ecometals Limited Provides Further Update on Sale Agreement Respecting the Serra do Navio Manganese Project
January 11, 2012 at 08:45 AM EST
VANCOUVER, BRITISH COLUMBIA--(Marketwire - Jan. 11, 2012) - Ecometals Limited (TSX VENTURE:EC)(FRANKFURT:GDQ)(BERLIN:GDQ) -
Ecometals Limited (the "Company") is providing an update of further developments under the Sale Agreement (the "Agreement") dated March 31, 2011, as amended, between Asia Minerals Limited, as buyer, ("Asia Minerals"), Noble Mining Ltd., as seller, ("Noble Mining"), and the Company, as guarantor, respecting the proposed sale by the Company to Asia Minerals of its indirect interest in the Serra do Navio manganese project in the northern Brazil state of Amapa (the "Manganese Project"). See Press Releases dated April 4, 2011, April 18, 2011, September 19, 2011, October 17, 2011, December 2, 2011 and December 16, 2011.
By letter of today's date, the Company has been informed by Asia Minerals that it is demanding the return of the US$2,000,000 payment it made to the Company pursuant to the terms of the Agreement (the "Upfront Payment"). The Upfront Payment represents a portion of the aggregate purchase price payable to the Company and Noble Mining for the purchase by Asia Minerals of all of the outstanding shares of Noble Mining's wholly-owned subsidiary, Serra do Navio Limited, which in turns owns all of the shares of Ecometals Managanes do Amapa Ltda ("EMAL"), the Brazilian company which owns the interest in the Manganese Project. Asia Minerals alleges that it is entitled to the return of the Upfront Payment on the basis of a material breach of certain representations and warranties contained in the Agreement, namely, that the Company no longer appears as the legal owner of EMAL's shares in that EMAL has been "deregistered" from the applicable registry of companies.
As such, the Company has been diligently investigating the matter to address Asia Minerals concerns and has communicated to Asia Minerals that it is in the process of having the records of the registry rectified. Indeed, the Company has proceeded with a court action seeking a writ to reflect its legal ownership of EMAL in the applicable registry. The Company maintains that it is the legal owner of EMAL and that it was erroneously removed as the legal owner of the shares of EMAL in the applicable registry. Upon seeking clarification from the applicable registrar regarding EMAL's deregistration from the records, the registrar was unable to provide any documentation that would support such deregistration. The Company anticipates, based on legal advice from its Brazilian counsel, that the records of the registrar will be revised shortly to again reflect EMAL's registration therein allowing the Company to continue with its plan of disposing of the Manganese Project as soon as possible.
Under the terms of the Agreement, the Company and Noble Mining have until February 10, 2012 to repay the Upfront Payment. The Company and Noble Mining are confident that the issue will be resolved before that date.
Ecometals Limited is a Canadian-listed mineral exploration and development company focused on mineral resources in Latin America. Apart from the Manganese Project, Ecometals also has gold exploration activities in Ecuador and Brazil and significant iron projects in Brazil at grass roots and development planning stages.
This news release contains forward-looking information which is not comprised of historical facts. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.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.