VANCOUVER , Oct. 19, 2016 /CNW/ - BIG NORTH GRAPHITE CORP. (NRT.V) (the "Company" or "Big North"), announces that further to its press release of October 3, 2016 , it has entered into a Property Purchase Agreement dated October 14, 2016 (the "Purchase Agreement") with TrioResources AG Inc. ("Trio") with respect to the acquisition of 100% of Trio's assets and undertaking and the related production facilities and equipment (the "Assets") of the past-producing Duncan Kerr Property (the "Property") located in the Cobalt region of Northeastern Ontario, Canada (the "Acquisition"). Trio is an arm's length party to Big North, and therefore, shareholder approval of the Acquisition will not be required pursuant to the policies of the TSX Venture Exchange (the "TSXV"). The Acquisition constitutes a "Reviewable Transaction" for purposes of TSXV Policy 5.3 – Acquisitions and Dispositions of Non-Cash Assets.
Pursuant to the terms of the Purchase Agreement, Big North will issue to Trio 8,500,000 common shares (the "Payment Shares") in the capital of the Company at a deemed price of $0.15 per Payment Share and will pay Trio certain cash consideration which is payable over a period of 24 months from closing of the Acquisition (the "Closing Date") (such payments subject to acceleration in certain circumstances). The Payment Shares are subject to a voluntary pooling agreement and will be released over a period of 18 months from the Closing Date, with 33 1/3% being released every six months from the Closing Date. The Payment Shares will be subject to a hold period of four months and a day pursuant to applicable securities laws.
The Company has also entered into a Finder's Fee Agreement with an arm's length third party. The Company will pay a finder's fee for the Acquisition in shares and/or cash within the maximum amount permitted by the policies of the TSXV.
The Company intends to change its name to "CobalTech Mining Inc." upon completion of the acquisition.
Closing of the Acquisition is subject to, amongst other things, the preparation of a National Instrument 43-101 technical report for the Property, satisfaction of certain closing conditions specified in the Purchase Agreement and the approval of the TSXV. The change of the Company name to CobalTech Mining Inc. will have be subject approval of the TSXV. There can be no assurance that the Acquisition will be completed as proposed or at all.
ON BEHALF OF THE BOARD
(signed) " Spiro Kletas "
President and Chief Executive Officer
Neither TSX Venture Exchange nor its Regulations Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statement Regarding "Forward-Looking" Information
Some of the statements contained in this press release are forward-looking statements and information within the meaning of applicable securities laws. Forward-looking statements and information can be identified by the use of words such as "plans", "expects", "intends", "is expected", "potential", "suggests" or variations of such words or phrases, or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements and information are not historical facts and are subject to a number of risks and uncertainties beyond the Company's control. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this news release. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, except as may be required by law.
SOURCE Big North Graphite Corp.