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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 Mining Corp. and Philippine Metals Corp. Announce $5,000,000 Brokered Private Placement

07/01/2010 1:22pm

Marketwired Canada


NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR RELEASE TO US NEWS WIRE SERVICES

Further to its press releases of May 28, 2009 and July 29, 2009, New Meridian
Mining Corp. ("New Meridian" or the "Corporation") (TSX VENTURE:NWC.H) is
pleased to announce that PI Financial Corp. ( the "Agent") is acting as the lead
agent in a commercially reasonable efforts private placement for Philippine
Metals Corp. ("PMC") of 11,111,112 subscription receipts ("Subscription
Receipts") of PMC at a price of $0.45 per Subscription Receipt for gross
proceeds of $5,000,000 (the "Financing"). PMC has also granted the Agent an
option to increase the size of the Financing by an additional 6,666,666
Subscription Receipts ($3,000,000).


The closing of the financing is subject to a minimum raise of $5,000,000.

Upon the satisfaction of certain conditions on or prior to March 25, 2010,
including the satisfaction or waiver of all conditions precedent with respect to
the proposed reverse takeover transaction (the "Transaction") between New
Meridian and PMC, each Subscription Receipt will entitle the holder to receive
one unit (a "PMC Unit") of PMC without the payment of additional consideration
immediately preceding the closing of the Transaction. Each PMC Unit will be
comprised of one common share (a "PMC Share") of PMC and one half of one PMC
Share purchase warrant (a "PMC Warrant"), with each whole warrant entitling the
holder to acquire one PMC Share at a price of $0.65 for a period two years from
the completion of the Financing.


The PMC Shares and PMC Warrants issued under the Financing will be exchanged for
resulting issuer shares and warrants as part of the Transaction on the same
one-for-one basis as described in New Meridian's earlier news releases (see news
releases dated May 28, 2009 and July 29, 2009).


The gross proceeds of the Financing (the "Escrowed Funds"), will be held in
escrow on behalf of the subscribers by a Canadian trust company or other escrow
agent (the "Escrow Agent"), acceptable to PMC and the Agent and invested in
short term investment grade debt obligations as agreed to by PMC or the Agent.
Upon the Release Conditions being met, the proceeds of the Financing will be
released to PMC. If the Release Conditions are not met on or before March 25,
2010, each holder of Subscription Receipts will be reimbursed the original
subscription price, plus such holder's pro rata portion of any interest.


The Agent will receive a commission of 7% of the gross proceeds of the
Financing, payable in either cash or a combination of cash and Subscription
Receipts at the election of the Agent. In addition, the Agent will be granted
compensation options entitling the holder to purchase Common Shares equal to 8%
of the aggregate number of Subscription Receipts sold under the Financing at a
price of $0.55 per Common Share for a period of 18 months from the closing date
of the Financing. The Agent's compensation is payable only upon the Release
Conditions being satisfied.


The net proceeds of the Financing will be used to fund property payments,
exploration expenditures and general working capital.


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


The non-arm's-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.


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.


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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