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PMC Prescient Mining Corp

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Share Name Share Symbol Market Type
Prescient Mining Corp TSXV:PMC TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

New Meridian Further Defines the Letter of Intent to Purchase All of the Shares of Philippine Metals Corp.

29/07/2009 7:34pm

Marketwired Canada


NOT FOR DISEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION VIA US NEWSWIRE

New Meridian Mining Corp. ("New Meridian" or the "Corporation") (NEX:NWC.H)
announces additional details regarding terms of the binding letter of intent
("LOI") entered into with Philippine Metals Corp. ("PMC"), a private Alberta
corporation. The LOI was first announced on May 27th, 2009.


The LOI contemplates that New Meridian and PMC will enter into a business
combination by way of an amalgamation, arrangement, takeover bid, share
purchase, asset purchase or other similar form of transaction (the
"Transaction"). It is currently anticipated that the Transaction will be
completed by way of the amalgamation of New Meridian and PMC; however, the final
structure of the business combination is subject to receipt of final tax,
corporate and securities law advice for both New Meridian and PMC.


PMC has recently completed a private placement offering (the "PMC Offering") of
its common shares (the "PMC Shares") at the price of $0.30 for gross proceeds of
$487,599. There are presently 24,259,826 PMC Shares outstanding. In addition
there are 2,250,000 incentive stock options issued to directors, management,
consultants and employees with an exercise price of $0.50 per common share. PMC
has retained PI Financial Corp. as its financial advisor and to assist in
additional fund raising.


Pursuant to the Transaction, the holders of the issued and outstanding PMC
Shares will transfer their PMC Shares to New Meridian on a one for one basis
(the "Share Consideration"). The LOI also provides that as part of the
Transaction, New Meridian will consolidate its outstanding common shares at a
ratio of 2:1. There are presently 2,213,745 common shares of New Meridian
outstanding. Based on the current share capital structure of both companies as
outlined herein, post completion of the Transaction and prior to accounting for
the current NWC financing, PMC will own approximately 95.6%, and NWC
approximately 4.4%, of the basic issued and outstanding share capital of
resulting combined company.


PMC will prepare a geological report on its material mineral properties in the
form prescribed by National Instrument 43-101 prior to completion of the
Transaction.


The parties to the LOI are preparing a definitive agreement which is expected to
be completed prior to August 31, 2009.


This non-arms length Transaction is conditional upon the execution of a
definitive agreement, completion of satisfactory due diligence, receipt of
shareholder, court (if applicable) and regulatory approval, and receipt of third
party consents and other conditions customary in a transaction of this nature.


Further information regarding PMC and the Transaction will be provided in a
press release following the consummation of a definitive agreement by the
parties.


About PMC

PMC is a mineral exploration company operating in the Philippines with three
projects: Taurus, Malitao and Dilong. Based on its geological environment, the
company's management believes that the Philippines has the geological potential
to host large world-class deposits of gold and base metals.


The Company has recently been granted an Exploration Permit ('EP') for the
Taurus-Suhi Massive Sulphide Project, which is located within the Province of
Leyte. The Taurus property covers an area of 9,895 contiguous hectares and
features an ophiolite hosted massive sulphide belt and a consolidated historic
mining belt within one tenement.


The Malitao Project is located in the Calanasan municipality, Kalinga-Apayao
Province, northern Luzon. PMC is in the process of finalizing its Exploration
Permit Application (EPA). The property consists of 971 hectares and is
predominantly a Cu-Au massive sulphide prospect interpreted as a "Manto
Replacement Deposit", which is located in proximity to a large granitic
batholith and a prominent dyke swarm that intersects shallow marine
volcanoclastics and massive limestone.


The Dilong Cu-Au Porphyry Project is located in Barrio Dilong, and is also known
as the Hale Mayabo Claim. PMC is in the process of finalizing its Exploration
Permit Application ('EPA') for the Dilong Project which is approximately 285
kilometers north of Manila and about 130 kilometers north of Baguio. Historical
work completed on the project includes 27 inclined and vertical drill holes
totalling approximately 6,000m.


Financing

Further to the May 28th, 2009 news release, New Meridian has amended the terms
of the its private placement financing such that it will now offer up to
$500,000 ("New Meridian Offering") in units ("Units") at a price of $0.15 per
Unit. Each Unit shall consist of one common share of New Meridian (a "Share")
and one whole common share purchase warrant (a "Warrant"). Each Warrant will
entitle the holder to purchase one Share at a price of $0.30 per Share at any
time prior to one year from the date of issuance.


The proceeds of the Offering will be used to complete the Transaction and for
working capital purposes, following completion of the Transaction.


New Meridian may advance up to 50% of the proceeds raised under the New Meridian
Offering to PMC for working capital purposes.


This communication does not constitute an offer to purchase or exchange or the
solicitation of an offer to sell or exchange any securities of New Meridian or
an offer to sell or exchange or the solicitation of an offer to buy or exchange
any securities of PMC, nor shall there be any sale or exchange of securities in
any jurisdiction (including the United Sates) in which such offer, solicitation
or sale or exchange would be unlawful prior to the registration or qualification
under the laws of such jurisdiction.


This news release does not constitute an offer to sell or a solicitation of an
offer to sell any of securities in the United States. The securities have not
been and will not be registered under the United States Securities Act of 1933,
as amended (the "U.S. Securities Act") or any state securities laws and may not
be offered or sold within the United States or to U.S. Persons unless registered
under the U.S. Securities Act and applicable state securities laws or an
exemption from such registration is available.


Forward Looking Statements

This press release may contain "forward-looking information" within the meaning
of applicable Canadian securities legislation. All statements, other than
statements of historical fact, included herein are forward looking information.
Generally, forward-looking information may be identified by the use of
forward-looking terminology such as "plans", "expects" or "does not expect",
"proposed", "is expected", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", or "believes", or variations
of such words and phrases, or by the use of words or phrases which state that
certain actions, events or results may, could, would, or might occur or be
achieved. This forward-looking information reflects New Meridian's current
beliefs and is based on information currently available to New Meridian and on
assumptions New Meridian believes are reasonable. These assumptions include, but
are not limited to, the actual results of exploration projects being equivalent
to or better than estimated results in technical reports, assessment reports,
other geological reports or prior exploration results. Forward-looking
information is subject to known and unknown risks, uncertainties and other
factors that may cause the actual results, level of activity, performance or
achievements of New Meridian or its subsidiaries to be materially different from
those expressed or implied by such forward-looking information. Such risks and
other factors may include, but are not limited to: the early stage development
of New Meridian, general business, economic, competitive, political and social
uncertainties; the actual results of current research and development or
operational activities; competition; uncertainty as to patent applications and
intellectual property rights; product liability and lack of insurance; delay or
failure to receive board or regulatory approvals; changes in legislation,
including environmental legislation, affecting mining, timing and availability
of external financing on acceptable terms; not realizing on the potential
benefits of technology; conclusions of economic evaluations; and lack of
qualified, skilled labour or loss of key individuals. Although New Meridian has
attempted to identify important factors that could cause actual results to
differ materially from those contained in forward-looking information, there may
be other factors that cause results not to be as anticipated, estimated or
intended. Accordingly, readers should not place undue reliance on
forward-looking information. New Meridian does not undertake to update any
forward-looking information, except in accordance with applicable securities
laws.


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