Minaean International Corp. and Shapoorji Pallonji International FZC Enter into a Memorandum of Understanding for a Non-Brokered Private Placement, Creation of a New Control Person and Share Consolidation
Vancouver, BC, Canada – May 13, 2015 – 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, is pleased to announce that it has entered into a Memorandum of Understanding (“MOU”) with Shapoorji Pallonji International FZC (SPINT, wholly owned by “SP Group”), a company incorporated under the laws of the United Arab Emirates. The proposed transaction will take the form of a corporate restructuring, including a private placement, debt settlement and share consolidation of the outstanding common shares of the Company, the result of which will be that the SP Group will become the “Control Person” of the Company (collectively the “Reorganization”).
SP Group and another investor will subscribe to a private placement totaling 27,500,000 post-consolidated shares of Minaean at a price of $0.06 per share for total gross proceeds of $1.65 Million. As part of and prior to the closing of the private placement, Minaean will consolidate its issued and outstanding securities on a two (2) old for one (1) new basis.
In addition, the Company intends to complete a debt settlement pursuant to which it will settle $175,000 in debt at a price of $0.10 per post consolidated share. All securities to be issued under the proposed private placement and debt settlement will be subject to a four (4) month hold period under Canadian securities laws.
The Company intends to call an Extraordinary General Meeting to seek shareholder approval of the Reorganization.
The Company intends to use up to $1.00 Million of the private placement proceeds to settle the outstanding debt of the Company and its subsidiaries and the remaining proceeds for general working capital and business development for its projects in Africa and India, which the Company intends to pursue jointly with SP Group.
As part of the restructuring, certain creditors, including insiders, have agreed to write off more than $2.9 Million in debt. This write-off along with debt settlement of $1.00 Million in cash and $175,000 by shares will eliminate the corporate debt entirely to make the Company and its subsidiaries debt free.
Upon completion of the restructuring, the board of directors will consist of five members of which SP Group will appoint three directors with one being a Canadian citizen.
On this occasion Mr. M.D.Saini, Director, SP Group stated that “This is a strategic investment for us. This will expand our footprint in North America and other western countries. This will also enable us to create value for our customers by blending Minaean’s technology prowess with our engineering and execution capabilities. Also, we look forward to participating in projects worldwide funded by Multilateral Agencies from Canada.”
Mervyn Pinto, President & CEO of Minaean on this occasion stated that “This strategic investment from SP Group, a leading construction and infrastructure group from India, is a mega boost to Minaean and its shareholders, laying the foundation for execution of larger contracts globally. Minaean will turn a new leaf in its business venture under this restructuring and attain its goals of becoming a corporate leader.”
The above Reorganization is subject to the acceptance of the TSX Venture Exchange and the approval of the Company’s shareholders.
About Shapoorji Pallonji International
SP Group is one of the largest construction group from India with Shapoorji Pallonji International FZC as one of its investing arm for various international businesses. In international markets, SP Group provides contracting services through local operating entities for residential, commercial, industrial, hospitality, healthcare, mixed use etc. These entities comprises of experienced, competent and talented team of professionals and such operations are spread over 14 countries including UAE, Qatar, Saudi Arabia, Kuwait, Algeria, Ghana etc.
Minaean International Corp. is a company well known for its pioneering efforts in the manufacture of light gauge steel components for the construction industry and modular metal buildings in India. The strong, affordable, ecologically sustainable structures present a promising solution to the mass housing shortages in developing countries in addition to a range of conventional applications.
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.
Hari Varshney CPA, FCA
For Further Information Please Contact:
|Minaean International Corp.
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