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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 -

Philippine Metals Inc. (Formerly New Meridian Mining Corp.) Completes Acquisition of Philippine Metals Corp. and Initiates Tradi

06/04/2010 10:32pm

Marketwired Canada


NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED
STATES


Philippine Metals Inc. (formerly New Meridian Mining Corp.) (the "Corporation")
(TSX VENTURE:NWC.H) (to be trading as TSXV: PHI as of April 7, 2010) is pleased
to announce that it has completed and received final approval from the TSX
Venture Exchange Inc. (the "Exchange") for the previously announced acquisition
of all of the issued and outstanding securities of Philippine Metals Corp.
("PMC"). The acquisition of PMC (the "Transaction") constitutes the "Reverse
Take Over" of the Corporation, pursuant to the policies of the Exchange.


The Corporation's common shares will trade on the Exchange under the symbol
"PHI" at market open on Wednesday, April 7, 2010.


Pursuant to the Transaction, a wholly-owned subsidiary of the Corporation
("Newco") incorporated and established solely for the purposes of participating
in the Transaction, amalgamated with PMC pursuant to an amalgamation agreement
(the "Amalgamation Agreement") dated March 22, 2010 among the Corporation, PMC
and Newco. Pursuant to the Amalgamation Agreement, all of the outstanding common
shares of PMC (the "PMC Shares") were exchanged for common shares in the capital
of the Corporation (the "Common Shares") on a one for one basis at the deemed
price of $0.45 per Common Share.


Prior to the completion of the Transaction the Corporation consolidated the
common shares of the Corporation on a two for one basis. In addition, the name
of the Corporation was changed to "Philippine Metals Inc."


Concurrent with the closing of the Transaction, PMC completed a three tranche
private placement of 16,017,667 subscription receipts (the "Subscription Receipt
Financing") at a price of $0.45 per subscription receipt for aggregate gross
proceeds of $7,207,950. The proceeds of the Subscription Receipt Financing will
be used by the Corporation to fund operating, exploration and administration
costs and for general working capital, as described in the Filing Statement.


A total of 40,959,201 PMC Shares were issued and outstanding immediately prior
to the completion of the Transaction, which were exchanged for 40,959,201 Common
Shares pursuant to the Transaction, resulting in PMC becoming a wholly-owned
subsidiary of the Corporation. Following the completion of the Subscription
Receipt Financing and the Transaction, a total of 43,732,742 Common Shares are
issued and outstanding.


Pursuant to the Transaction, Metex Mineral Resources Corp. ("Metex") acquired
beneficial ownership and control over 6,500,000 Common Shares representing 14.9%
of the issued and outstanding shares of the Corporation. Prior to the
Transaction, Metex did not beneficially own or have control over any Common
Shares of the Corporation. Metex is not acting jointly or in concert with any
person in connection with the ownership or control of Common Shares of the
Corporation. Presently, Metex does not have any intention of acquiring any
further securities of the Corporation, but may acquire ownership of, or control
over, further securities of the Corporation in the future depending upon market
circumstances. Such increase in ownership will depend on numerous conditions,
including the price of the Common Shares and general market conditions.


Please refer to the Filing Statement of the Corporation dated March 22, 2010,
which is available on SEDAR at www.sedar.com, for additional information in
respect of the Transaction, the Corporation and PMC.


Board of Directors and Management

Concurrent with the completion of the Transaction, the Board of Directors of the
Corporation and its executive team were re-constituted. The Board of Directors
of Philippine Metals Inc. is now comprised of Feisal Somji, Marshall Farris,
James Glass, Edward Farrauto, Louis A. Clinton and J. Roberto Delgado. is now
comprised of Marshall Farris as the President, Feisal Somji as the Chief
Executive Officer, Nigel Kirkwood as the Chief Financial Officer, Thomas
Vaillancourt as Vice President Operations, Jose Sayo Garcia as Vice President
Exploration and Daniel Kenney as Corporate Secretary.


The Corporation granted a total of 2,775,000 incentive stock options ("Stock
Options") concurrent with the closing of the Transaction to the directors and
officers of the Corporation. These Stock Options have an exercise price of $0.45
and expire on March 25, 2015.


After giving effect to the Transaction, the directors and officers of the
Corporation, as a group, beneficially own and have control over 3,654,432 Common
Shares, representing 8.4% of the issued and outstanding shares of the
Corporation. In addition, 4,292,000 Common Shares, representing 9.8% of the
issued and outstanding shares of the Corporation, are held by Ascenta Finance
Corp., a company of which Marshall Farris and James Glass, directors of the
Corporation, each hold 25%.


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