East Energy Corp. Announces Closing of Private Placement
November 5, 2009
East Energy Corp. (the "Company" or "East Energy") is pleased to announce the completion by Rare Earth Metals Inc. ("REM") of its brokered private placement through PowerOne Capital Markets Limited as agent (the "Agent") of 20,000,000 subscription receipts at a price of $0.25 per subscription receipt, announced previously on September 15, 2009, raising gross proceeds of $5,000,000 (the "REM Financing"). Proceeds from the Subscription Receipts will be held in escrow until closing of the acquisition of REM by the Company, which is expected to take place prior to December 31, 2009 (the "REM Acquisition").
Each subscription receipt will be automatically exchanged for one unit of REM (an "REM Unit") immediately prior to the closing of the REM Acquisition. Each REM Unit will consist of one REM common share (an "REM Common Share") and one-half of a common share purchase warrant (an "REM Warrant") with each full REM Warrant entitling the holder thereof to acquire one additional REM Common Share at the exercise price of $0.35 for a period of 24 months following closing of the closing of the REM Acquisition. In the event that the REM Acquisition is not completed by December 31, 2009, the Subscription Receipts will be cancelled and holders thereof will be refunded their purchase price.
REM has also issued to the Agent a compensation option (the "Agent's REM Option") which entitles the Agent to purchase up to 2,000,000 common shares of REM at a price of $0.25 per REM Common Share for a period of 24 months following the closing of the REM Acquisition. Upon closing of the REM Acquisition, the Agent will also be paid an agency fee equal to 8 percent of the gross proceeds from the REM Financing.
Upon completion of the REM Acquisition, all REM Units will be exchanged for units of East Energy ("EEC Units") on a one for one basis and the Agent's REM Option will be exchanged for an East Energy compensation option (the "EEC Compensation Option"). Each EEC Unit will consist of one East Energy common share (an "EEC Common Share") and one-half of a common share purchase warrant (an "EEC Warrant") with each full EEC Warrant entitling the holder thereof to acquire one additional EEC Common Share at the exercise price of $0.35 for a period of 24 months following closing of the closing of the REM Acquisition. The EEC Compensation Option will entitle the Agent to purchase up to 2,000,000 common shares of EEC at a price of $0.25 per EEC Common Share for a period of 24 months following the closing of the REM Acquisition.
The Company also announces that it has entered into a formal Business Combination and Amalgamation Agreement with REM and a wholly owned subsidiary of the Company incorporated solely for the purpose of amalgamating with REM ("EEC Subco"). Under the terms of the agreement, the Company will acquire all of the outstanding REM Common Shares in exchange for EEC Common Shares on a one for one basis. The REM Acquisition is to be effected by way of a three-cornered amalgamation whereby REM will amalgamate with EEC Subco. The resulting amalgamated corporation, which will be a wholly owned subsidiary of the Company, will continue to carry on REM's business.
Based upon the number of REM Common Shares outstanding at November 4, 2009 and including the REM Common Shares to be issued upon conversion of the REM subscription receipts, if the REM Acquisition is completed, East Energy will issue 39,630,000 EEC Common Shares to the shareholders of REM in exchange for their REM Common Shares which will represent approximately 54% of the issued shares of East Energy.
Completion of the REM Acquisition remains subject to TSX Venture Exchange approval. The Company is also preparing a Filing Statement pursuant to the policies of the TSX Venture Exchange which will provide a detailed description of REM and the REM Acquisition and be filed on SEDAR following final acceptance by the TSX Venture Exchange.
Dated at Vancouver, B.C. this 5th day of November, 2009.
ON BEHALF OF THE BOARD:
Wade Dawe, Acting President and Director
Investor Relations -- (604) 688-0939
This News Release contains forward-looking statements. Forward-looking statements are statements which relate to future events. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forwardlooking statements to conform these statements to actual results. Readers are referred to the sections entitled "Risk Factors" in the Company's periodic filings with the British Columbia Securities Commission, which can be viewed at www.SEDAR.com.
"Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release"