Toronto, Ontario--(Newsfile Corp. - July 12, 2019) - Nurcapital Ltd. (TSXV: NCL.H) (the "Company" or "Nurcapital"), a capital pool company, is pleased to announce it has entered into an option agreement dated as of July 5th, 2019 (the "Option Agreement") with Globex Mining Enterprises Inc. ("Globex") to complete an arm's length business transaction whereby Nurcapital will acquire the right to earn a direct 100% legal and beneficial interest in the mineral property referred to as the Lac Savignac property located in the Province of Quebec at the National Topographic System ("NTS") coordinates NTS 32J15 (the "Property"). The Property, the work done to date, and a recommended work program are expected to be the subject of a NI 43-101 technical report to be commissioned by Nurcapital and to be available within the coming weeks, at which time a further news release will be disseminated which will contain further details concerning the Property. Nurcapital intends that the Proposed Transaction (as defined below) will constitute its Qualifying Transaction ("QT") as such term is defined in Corporate Finance Policy 2.4 of the TSX Venture Exchange (the "Exchange").
Globex is incorporated under the Canada Business Corporations Act and has exploration offices in Rouyn-Noranda, Quebec. It has a diversified North American portfolio of mid-stage exploration, development and royalty properties containing: Precious Metals (gold, silver, platinum, palladium), Base Metals (copper, zinc, lead, nickel), Specialty Metals and Minerals (manganese, titanium oxide, iron, molybdenum, lithium, rare earths) and Industrial Minerals and Compounds (feldspar, mica, silica, apatite, talc, magnesite).
Summary of the QT
The Option Agreement contemplates Nurcapital earning a 100% interest in the Property (the "Proposed Transaction"). The Proposed Transaction will include an initial payment of $50,000 on or before the fifth business day after the Exchange issues a Final Exchange Bulletin (as defined in Corporate Finance Policy 5.2 of the Exchange) and a payment of $250,000 on or before the first anniversary of the date of issuance of the Final Exchange Bulletin. Additionally, the Proposed Transaction will include a commitment by Nurcapital to undertake aggregate exploration expenditures of $1 million on the Property, composed of $300,000 of exploration expenditures to be completed on or before the first anniversary of the date of issuance of the Final Exchange Bulletin, and $700,000 of exploration expenditures to be completed on or before the second anniversary of the date of issuance of the Final Exchange Bulletin. When Nurcapital has paid $300,000 to Globex, and incurred aggregate exploration expenditures of $1,000,000 on the Property, Nurcapital will have vested an undivided beneficial 100% right, title and interest in the Property, subject to a 2% gross metal royalty and a 2% gross diamond royalty.
Approval of the Proposed Transaction by the shareholders of Nurcapital is not expected to be required by the Exchange since the Proposed Transaction is an "arm's length transaction" pursuant to the policies of the Exchange.
Prior to the closing of the QT, Nurcapital also expects to complete a non-brokered private placement (the "Private Placement") of up to 4,000,000 units (each a "Unit") at a price of $0.15 per Unit for aggregate gross proceeds of up to $600,000. Each Unit will consist of one Common Share and one Common Share purchase warrant (each a "Warrant"). Subject to any relevant resale restrictions, the Warrants shall be transferable. Each Warrant shall entitle the holder thereof to purchase one further Common Share (each a "Warrant Share") at an exercise price of $0.25 per Warrant Shares for a period of 36 months.
The common shares of Nurcapital ("Common Shares") were transferred to the NEX Board of the Exchange in July of 2018 and trading in the Common Shares is expected to remain halted until the completion of the Proposed Transaction.
The Option Agreement is subject to the parties satisfying various other conditions. There can be no assurance that the Proposed Transaction will be completed on the terms proposed above or at all. Each of Nurcapital and Globex shall bear their own costs in respect of the Proposed Transaction.
Management and Board of Directors of the Resulting Issuer
The management and board of directors of Nurcapital is expected to remain unchanged following the Proposed Transaction, and to consist of Salim Ansari (Director and Chief Executive Officer), Sharief Zaman (Director), Nadeem Ansari (Director), John Ryan (Director), and Barry M. Polisuk (Director and Secretary). Nurcapital intends to source and hire a Chief Financial Officer prior to completion of the QT, and will provide further details in this regard in a further press release.
To the best of the Company's knowledge and belief, all of the current shareholders of Globex act at arm's length to Nurcapital and all of the current shareholders of Nurcapital act at arm's length to Globex.
Sponsorship of the QT
Sponsorship of a qualifying transaction of a capital pool company is required by the Exchange unless exempt in accordance with Exchange policies. Nurcapital is currently reviewing the requirements for sponsorship and may apply for an exemption from the sponsorship requirements pursuant to the policies of the Exchange, however, there is no assurance that Nurcapital will ultimately obtain this exemption. Nurcapital intends to include any additional information regarding sponsorship in a subsequent press release.
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Completion of the QT is subject to a number of conditions, including but not limited to, Exchange acceptance and, if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the QT cannot close until the required approval is obtained. There can be no assurance that the QT will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the QT, any information released or received with respect to the QT may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. The information about Globex contained in the press release has not been independently verified by the Company.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions, timing, status and/or completion of the QT; use of funds; and the business and operations of the Company, or Globex before and/or after completion of the QT. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; the results of operations; potential for conflicts of interests; as well as volatility of the Company's common share price and volume. There can be no assurance that such statements will prove to be accurate or complete, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company, and Globex each disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the QT and has neither approved nor disapproved the contents of this press release. Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release does not constitute and the subject matter hereof is not, an offer for sale or a solicitation of an offer to buy, in the United States or to any "U.S Person" (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "1933 Act")) of any equity or other securities of Nurcapital. The securities of Nurcapital have not been registered under the 1933 Act and may not be offered or sold in the United States (or to a U.S. Person) absent registration under the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act.
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN.
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