Asian Mineral Resources to Acquire Kasbah Resources

TORONTO, ONTARIO--(Marketwired - Aug 10, 2016) - Kasbah Resources Limited ("Kasbah") (KAS.AX) and Asian Mineral Resources Limited ("AMR") (TSX VENTURE:ASN) are pleased to announce that they have entered into a Scheme Implementation Agreement (the "SIA") pursuant to which AMR will, if implemented, acquire all of the ordinary outstanding shares of Kasbah (the "Kasbah Shares") by way of a scheme of arrangement under the Australian Corporations Act (the "Transaction").

The Board of KAS has unanimously recommended that all Kasbah shareholders vote in favour of the Transaction in the absence of a superior proposal. Major shareholders of Kasbah, being Lion Selection Group (African Lion Fund), Traxys Projects L.P. and Thailand Smelting and Refining Co. together holding approximately 26.7% of Kasbah's issued share capital, have agreed to vote in favour of the Transaction based on the disclosed terms of the scheme and in the absence of a superior proposal1. Closing of the Transaction is expected to occur during November 2016.

HIGHLIGHTS

  • Kasbah has proven exploration and resource development expertise and has recently announced a definitive feasibility study which supports a two stage development plan for its 75% owned Achmmach Tin Project

  • AMR brings an experienced management team with a track record of successful underground mine development and operations arising from its operation of the Ban Phuc Nickel Mine in Vietnam

  • As a cornerstone shareholder of the combined entity, Pala Investments Ltd ("Pala") has provided a commitment to provide its pro rata share of any equity raising in relation to the Achmmach Tin Project, as well as an interim A$1,000,000 bridge loan to Kasbah (on the terms and conditions set out below)

  • Once completed, the Transaction will provide a clear path to the commencement of construction at Achmmach (subject to the decision of the AMR board on an appropriate project financing package)

  • The Transaction provides upside opportunities for both AMR and Kasbah shareholders with exposure to upswings in both tin and nickel, a diversified asset base and potential for future growth

1 The individual shareholdings of the relevant major shareholders are as follows: Lion Select Lion Selection Group (African Lion Fund) (15.7%), Traxys Projects (5.3%) and Thailand Smelting and Refining Co. (5.7%)

TRANSACTION OVERVIEW

Under the SIA, in exchange for each of their shares, Kasbah shareholders will receive (together, the "Scheme Consideration"):

  1. either 1.3 common shares of AMR ("AMR Shares") to be listed on the TSX Venture Exchange (the "TSX-V") or 0.13 CHESS Depositary Interests ("CDIs"), with each CDI representing a beneficial interest in 10 AMR Shares ("AMR Share CDIs") which, subject to the approval of the Australian Securities Exchange (the "ASX"), will be quoted on the ASX following the implementation of the Transaction; and

  2. either 0.4 of a warrant to subscribe for one AMR Share ("AMR Warrants") to be listed on the TSX-V or 0.04 of a CDI, with each CDI representing a beneficial interest in 10 AMR Warrants ("AMR Warrant CDIs") which, subject to the approval of ASX, will be quoted on the ASX following implementation of the Transaction.2