Minaean International Corp. receives disinterested shareholder approval to Phadnis Infrastructure Ltd. becoming a "Control Person".
March 19, 2012
Vancouver, BC, Canada - March 19, 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 held its Extraordinary General Meeting of shareholders on March 9, 2012 and has received disinterested shareholder approval to the creation of Pune, India, based Phadnis Infrastructure Ltd. (”Phadnis”) as a “Control Person” (as that term is defined in the Exchange’s policies) of the Company by virtue of Phadnis’ $1,106,950 investment 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.
Phadnis’ investment is split 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 are eligible to convert into an additional 5,569,500 Units upon Minaean receiving disinterested shareholder approval of Phadnis acquiring a control position in the Company. As the Company has now received disinterested shareholder approval, the Subscription Receipts may be converted into Units, such that 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). Nevertheless, the Exchange has requested that the proceeds of the Subscription Receipts and all shares and warrants issued upon conversion thereof be held in escrow with the Company’s counsel until such time as the personal information form of Phadnis’ founder, sole shareholder and Managing Director is cleared by the Exchange.
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
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 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 99.96% of the 7,922,430 shares voted at the meeting voted in favour of the resolution approving the creation of Phadnis as a control person of the Company.”
Mr. Vinay Phadnis, Managing Director of Phadnis stated: “We are pleased that Minaean’s shareholders have recognized and value the synergies created by working with us to explore significant opportunities using our joint strengths. The vision, the approach and the performance are the key elements with which we never compromise. Having built our domestic brand on these strong fundamentals, I am confident that the new relationship with Minaean will allow us to build a global footprint, starting with our venture in Ghana. We already work in international partnerships in the hospitality and foods segments, and are excited about this international partnership in the building and infrastructure sector. We look forward to working with Minaean and commit to do our best in each area of the projects we take on.”
The following information has been provided by Phadnis. 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.
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 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