Minaean International Corp. and Phadnis Infrastructure Ltd. Enter Into Definitive Subscription Agreements For Equity Investment and Strategic Relationship.
Vancouver, BC, Canada –February 21, 2012– Minaean International Corp. (TSX Venture Exchange: MIB; Berlin and Frankfurt Stock Exchanges: NJA) (“Minaean” or the “Company”), a Canadian-based developer of alternative building technologies using light-gauge steel, announces that it has entered into definitive subscription agreements with Pune, India, based Phadnis Infrastructure Ltd. (”Phadnis”) under which Phadnis has agreed to invest $1,106,950 in Minaean by way of a private placement subscription for a combination of units (the “Units”) and subscription receipts (the “Subscription Receipts”) offered by Minaean.
The Company originally announced the private placement as a unit subscription on November 25, 2011, subject to due diligence investigations and approval of the TSX Venture Exchange (the “Exchange”). As the likely result of the investment will be the creation of Phadnis as a “Control Person” (as that term is defined in the Exchange’s policies) of Minaean, it was determined to split the investment into a subscription for 5,500,000 Units, which on closing will result in Phadnis holding approximately a 9.94% undiluted interest in Minaean, and 5,569,500 Subscription Receipts, which will automatically convert into an additional 5,569,500 Units upon Minaean receiving disinterested shareholder approval of Phadnis acquiring a control position in the Company. The Company has called an Extraordinary General Meeting of its shareholders to be held on March 9, 2012 to seek the required approval. Meeting materials have been mailed to the Company’s shareholders and are posted on SEDAR. In the event the Company receives disinterested shareholder approval and consequently the Subscription Receipts are converted into Units, Phadnis will hold 11,069,500 common shares representing 18.8% of the Company’s then issued and outstanding shares, and if Phadnis were to exercise its 5,534,750 warrants, it would own 16,604,250 common shares, representing approximately 25% of the Company’s then issued and outstanding shares (assuming no exercise of any other existing options or warrants).
Each Unit and each Unit issued on conversion of the Subscription Receipts will be comprised of one common share and one half of a share purchase warrant, with each whole warrant being exercisable into an additional common share for a period of twelve months from issuance at a price of $0.12 per share.
Minaean has received conditional acceptance to Phadnis’ subscriptions as well as additional subscriptions for 1,000,000 Units at $0.10 per Unit, and has filed final materials with the Exchange.
The above transaction is subject to the Exchange’s final acceptance and the closing of the Subscription Receipts portion of the placement is also subject to the approval of a majority of the Company’s disinterested shareholders. The proceeds of the Subscription Receipts financing will be held in trust pending receipt of such shareholder approval. In the event shareholder approval is not received, the proceeds will be returned to Phadnis and the Subscription Receipts will be cancelled. The Company intends to close the Units portion of the placement immediately upon final Exchange acceptance.
The Company intends to use $500,000 of the private placement proceeds for general working capital and the balance for development projects in Ghana, which the Company intends to pursue jointly with Phadnis.
Mr. Hari Varshney, Chairman of Minaean stated: “Phadnis has built a number of hotels, including the 5 star, 166 room Radisson Blu Resort and Spa in Alibaug, India, as well as residential towers and apartments. It is very active in designing and building new townships in India. On the infrastructure front, Phadnis has won contracts to build several commercial buildings, hospitals and telecom towers in Maharashtra, Noida (New Delhi), Karnataka, Andhra Pradesh, Gujarat and Madhya Pradesh. Phadnis is also bidding on national infrastructure projects, such as highway construction, bridges, dams and airports.”
Phadnis has established a reputation for modern design and high quality projects and based on its success in India, has determined to expand its operations abroad. It was introduced to the Company and completed due diligence on the Company’s proposed projects in Ghana. Phadnis decided to invest in the Company as part of a strategic relationship to jointly pursue both existing opportunities and future opportunities using the Company’s building technologies and Phadnis’ construction expertise and demonstrated capabilities. We are very pleased that Minaean passed Phadnis’ extensive due diligence investigations and look forward to a long and mutually beneficial relationship. Minaean’s Board of Directors has unanimously recommended that shareholders of the Company vote in favour of the resolutions approving the creation of Phadnis as a potential “Control Person” of the Company.
The following information has been provided by Phadnis. Readers are cautioned that the financial information contained herein has not been audited to Canadian Generally Accepted Accounting Principles or International Financial Reporting Standards, and has not been verified by the Company. Accordingly, readers are cautioned not to place undue reliance on such financial information. The Company has completed limited due diligence on the Phadnis Group, however representatives of the Company have visited India and toured several of Phadnis’ completed projects.
Phadnis is a private company incorporated and headquartered in Pune, India. Phadnis is the construction, real estate and infrastructure arm of the Phadnis Group, a conglomeration of companies servicing the above industrial sectors as well as hospitality and information technology businesses. Phadnis has completed numerous projects valued at over $200 million (of which approximately $90 million was in Government of India public sector works) in India. In its last fiscal year, Phadnis Group reportedly had revenues of $75 million and assets of $35.56 million, with shareholder equity of $7.35 million. To-date, Phadnis has constructed various projects totaling over 6.5 million square feet.
Upon completion of the private placement, it is proposed that Mr. Vinay Phadnis, Phadnis Group’s Chairman and Managing Director, will become a Director and Vice Chairman of the Company. In addition, Phadnis will be entitled to appoint an additional member to the Company’s Board of Directors, and it is expected that the Board of Directors will appoint a senior representative of Phadnis as a senior officer of the Company.
Minaean is well known for its pioneering efforts in the manufacture of light gauge steel components for the construction industry and modular metal buildings. The strong, affordable, ecologically sustainable structures present a promising solution to the mass housing shortages in developing countries and disaster-stricken areas, in addition to a range of conventional applications.
The application of the modular building concept has been expanded to include the manufacture and installation of Bus Queue Shelters, ATM Modular Buildings, Modular Toilets and Public Washrooms, office blocks and bunkhouses for campsites.
The shares of Minaean International Corporation (parent company) are publicly traded on the TSX Venture Exchange under the symbol “MIB” and on the Berlin and Frankfurt Stock Exchanges under the symbol “NJA”. For more information, please visit www.minaean.com.
On behalf of the Board of Directors
MINAEAN INTERNATIONAL CORP.
President & Director
For Further Information Please Contact:
|Minaean International Corp.
Toll free: 1-855-684-2181
|Mr. Mark Komonoski
Toll free: 1-877-255-8483