APD Advanced Primary Minerals Corporation

Advanced Primary Minerals Corporation (the "Corporation" or "APM") (TSX
VENTURE:APD) announced today the Corporation's wholly owned subsidiary, Advanced
Primary Minerals USA Corp. ("APM USA"), has reached agreement to sell APM USA's
operating assets and select real property in Georgia, USA to Paul Coughlan,
Vice-President, Business Development of the Corporation and to a company to be
formed, which will be controlled by Mr. Coughlan and David Avant, Vice-President
Operations of the Corporation (collectively, the "Buyers"). The sale package
includes all equipment and leaseholds connected with the Dearing, Georgia, USA
leased facility, the 80 acre Tudor mine property and associated mineral resource
and data, as well as a 16.9 acre property containing a house and storage
building and a 19.47 acre tract of vacant land. The sale price of the assets is
US$893,000, settled with US$492,000 cash on closing and US$401,000 in assumed
liabilities, namely the leases and purchase obligations, primarily for the land
and building comprising the Dearing plant as well as the asset retirement
obligations associated with the Tudor mine and Dearing plant site.


The agreement also includes a royalty payable to the Corporation on annual
kaolin mined from the Tudor property in excess of 20,000 tons per year. The
proceeds of sale will be applied to the Corporation's secured promissory note
payable to the Corporation's parent company, Erdene Resource Development Corp.
("Erdene"). Subject to receipt of all required regulatory and shareholder
approvals, the sale is expected to close on June 30, 2012. The sale will require
the approval of a majority of the minority of the shareholders of Corporation,
excluding the principals of the Buyers, which approval will be sought at the
annual and special meeting of shareholders of the Corporation to be held on June
29, 2012.


A deposit of US$45,000 is payable to the Corporation within ten days of signing
the agreement. In the event a superior offer is received by the Corporation no
later than ten days prior to the closing date, the Buyers have the right to
match any such superior offer. In the event the Buyers decline to match the
terms of this superior offer, the Corporation agrees to pay the Buyers a
US$15,000 break fee within ten days of written confirmation from the Buyers they
will not match the superior offer.


"We've had to make some difficult decisions in light of the deteriorating
financial condition of the Corporation in a sluggish US economy since commencing
operation in 2009", said Ken MacDonald, President and CEO, "Although we've seen
steady improvement in production efficiency and a narrowing operating loss over
the past 24 months, we have been unable to reach the point of sustained positive
cash flows. From our customers' standpoint, the transition will be seamless. The
Buyers, who live and work in Georgia and have longstanding connections with the
customers and the community, fully intend to meet production commitments to
existing and prospective customers on an uninterrupted basis."


"Closing this sale will improve working capital and will significantly reduce
the monthly cash burn rate", said Mr. MacDonald. "We will continue to evaluate
restructuring options for the Corporation which include the injection of new
assets or further monetization of the residual assets to ensure repayment of the
secured promissory note to Erdene due August 31, 2012 and provide an opportunity
to create value for our shareholders."


The Buyers are related parties of the Corporation and accordingly, the
transaction is subject to the rules contained in MI 61-101 - Protection of
Minority Security Holders in Special Transaction ("MI 61-101") and Policy 5.9 -
Protection of Minority Security Holders in Special Transactions of the TSX
Venture Exchange ("TSXV") as a related party transaction. A formal valuation in
respect of transaction is not required under section 5.4 of MI 61-101 as the
Corporation is not listed on a specified stock exchange in accordance with
subsection 5.5(b) of MI 61-101. The transaction also constitutes a "Reviewable
Disposition" within the meaning of Policy 5.3 of the TSXV and, as a result, the
Corporation is also required to provide the TSXV with evidence of value for such
"Reviewable Disposition". Accordingly, the Corporation retained an independent
valuator, TSO & Associates to prepare a valuation and fairness opinion to serve
as evidence of value in accordance with the rules of the TSXV. 


Further information regarding the transaction will be contained in an
information circular that the Corporation will prepare, file and mail to the
shareholders of APM in connection with the Annual and Special Meeting to be held
on June 29, 2012. All shareholders are urged to read the information circular
once it becomes available as it will contain additional important information
concerning the sale transaction.


Details regarding the terms of the transaction are set out in the purchase
agreement which will be filed on the Corporation's profile on SEDAR at
www.sedar.com.


About APM 

APM, through its wholly owned subsidiary, Advanced Primary Minerals USA Corp,
operates a kaolin processing plant in Dearing, Georgia and has been active in
Georgia and South Carolina for over 10 years exploring for, evaluating,
extensively testing and securing high quality kaolin resources. Target markets
include ceramics, paper, paint and coatings, catalysts and other specialty
industrial applications. APM has 26,342,963 shares issued and outstanding and a
fully diluted share position of 28,642,963 shares.


Forward-Looking Statements 

Certain information regarding APM contained herein may constitute
forward-looking statements within the meaning of applicable securities laws.
Forward-looking statements may include estimates, plans, expectations, opinions,
forecasts, projections, guidance or other statements that are not statements of
fact. Although APM believes that the expectations reflected in such
forward-looking statements are reasonable, it can give no assurance that such
expectations will prove to have been correct. APM cautions that actual
performance will be affected by a number of factors, most of which are beyond
its control, and that future events and results may vary substantially from what
APM currently foresees. Factors that could cause actual results to differ
materially from those in forward-looking statements include market prices,
exploitation and exploration results, continued availability of capital and
financing and general economic, market or business conditions. The
forward-looking statements are expressly qualified in their entirety by this
cautionary statement. The information contained herein is stated as of the
current date and subject to change after that date.

Advanced Primary Minerals Corporation (TSXV:APD)
Gráfica de Acción Histórica
De May 2024 a Jun 2024

Advanced Primary Minerals Corporation (TSXV:APD)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024