NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWS WIRES
OTTAWA, ON / ACCESSWIRE / April 30, 2021 / NBS Capital Inc. ("NBS" or the "Company") (TSXV:NBS.P) is pleased to announce that it has completed the arm's length qualifying transaction (the "Qualifying Transaction") with Electric Metals (USA) Limited ("EML") by way of Court-approved scheme of arrangement (the "Arrangement") under the laws of Australia. Pursuant to the Arrangement, the Company acquired all of the issued and outstanding securities of EML. For more information on the Qualifying Transaction, please refer to the filing statement of the Company dated April 20, 2021 (the "Filing Statement") available under the Company's profile at www.SEDAR.com.
Prior to completing the Qualifying Transaction, the Company changed its name to Nevada Silver Corporation and consolidated its common shares on the basis of 0.73271 (new) common shares for every one (old) common share (the "Consolidation").
Pursuant to the terms of the Arrangement, all outstanding ordinary shares of EML were exchanged for post-Consolidation common shares of the Company on a one-for-one basis. In the aggregate, the Company issued a total of 59,121,943 common shares, which include 43,820,020 common shares issued to shareholders of EML and 15,301,923 common shares issued to investors in the non-brokered concurrent financing conducted by the Company and EML to raise aggregate gross proceeds of Cdn$5,049,635.13 (the "Concurrent Financing"). A total of 7,650,962 warrants of the Company and EML were also issued in connection with the Qualifying Transaction to the subscribers in the Concurrent Financing. Each such warrant entitles the holder to acquire one share of the Company at an exercise price of $0.60 per share for a period of two years from the closing of the Qualifying Transaction (the "Warrant Expiry Date"). The Company will be entitled to accelerate the Warrant Expiry Date upon notice to the warrant holders should the closing price of the shares of the Company the TSX Venture Exchange (the "TSXV") be greater than $1.00 for twenty consecutive trading days. Following completion of the Qualifying Transaction and after the issuance of 650,000 common shares to Sheldon Inwentash in connection with his role going forward as Chair of the Board, there will be 65,943,193 common shares of the issuer (the "Resulting Issuer") resulting from the completion of the Arrangement. Proceeds from the Concurrent Financing have been released from escrow to the Resulting Issuer. Please see the press releases of October 19, 2020, January 4, 2021, February 18, 2021 and April 21, 2021 (the "Press Releases") for further information.
The Resulting Issuer has also agreed to issue an aggregate of 256,501 non-transferable compensation options to persons (the "Finders") who introduced certain investors to EML and the Company in the Concurrent Financing, representing 6% of the number of subscription receipts sold to investors introduced by such Finders. Each such compensation option entitles the holder to acquire one common share of the Resulting Issuer at price of $0.60 per share for a period of 2 years following the closing of the Qualifying Transaction. In addition, the Company paid $242,077 in finders' fees to such Finders, representing between 2 and 6% of the gross proceeds raised from investors introduced by such Finders.
Final acceptance of the Qualifying Transaction will occur upon the issuance of the Final Exchange Bulletin (the "Exchange Bulletin") by the TSXV. Subject to such final approval, the Company will no longer be a capital pool company and will be classified as a Tier 2 Mining Issuer pursuant to TSXV policies trading under the symbol "NSC". The Company will issue a news release once the TSXV issues the Exchange Bulletin and will then advise of the expected listing date.
In connection with the closing of the Qualifying Transaction and pursuant to the resolutions of the shareholders of the Company approved on December 14, 2020, Gary Lewis, Henry Sandri, Ian Pringle, John Kutkevicius and Sheldon Inwentash (Chair) have been elected to the Board of Directors of the Resulting Issuer. Gary Lewis has been appointed Chief Executive Officer and Natasha Tsai has been appointed Chief Financial Officer.
Certain principals of the Resulting Issuer are required to enter into a Tier 2 Value Escrow Agreement (the "Escrow Agreement") with TSX Trust Company, as escrow agent, in respect of 32,412,862 Resulting Issuer common shares. Under the terms of the Escrow Agreement, 25% of such escrowed securities will be released upon the date of the Exchange's Final Listing Bulletin, with the balance to be released in three equal tranches of 25% every six months thereafter.
Additionally, 1,685,233 (post-Consolidation) Resulting Issuer Shares held by former principals of the Company will continue to be held in escrow pursuant to a CPC Escrow Agreement (as defined in Policy 2.4). Under the current CPC Escrow Agreement (the "Current Escrow Agreement"), such escrowed securities were subject to a 36-month staged release, with a first release of 10% of such securities occurring on the date of the Exchange's Final Listing Bulletin, with the balance to be released in six equal tranches of 15% every six months thereafter. However, it is expected that the Current Escrow Agreement will be amended in accordance with the revised policies of the TSXV (the "New Policy") respecting Capital Pool Companies such that 25% of such escrowed securities will be released upon the date of the Exchange's Final Listing Bulletin, with the balance to be released in three equal tranches of 25% every six months thereafter. Any common shares issued to such former principals on exercise of stock options will be released from escrow on the date of the Exchange's Final Listing Bulletin. All amendments to the Current Escrow Agreement under the New Policy will be subject to TSXV approval.
The Company's transfer agent, TSX Trust Company, will be mailing Direct Registration System ("DRS Advice") to all shareholders of the Company (other than for those that are required to be in certificated form) setting out each holder's shareholdings. Shareholders of the Company wishing to receive a physical share certificate should contact TSX Trust Company for information on how to obtain physical shares certificates in place of a DRS Advice. The ISIN number for the Consolidated common shares of the Company is CA64145K1075.
Cautionary Note Regarding Forward-Looking Statements
This press release contains certain "Forward-Looking Statements" within the meaning of applicable securities legislation relating to the Arrangement and associated transactions, including statements regarding the terms and conditions of the Arrangement, the use of proceeds of the Concurrent Financing, and the business of the Company following completion of the Qualifying Transaction. Words such as "might", "will", "should", "anticipate", "plan", "expect", "believe", "estimate", "forecast" and similar terminology are used to identify forward looking statements and forward-looking information. Such statements and information are based on assumptions, estimates, opinions and analysis made by the Company in light of its experience, current conditions and its expectations of future developments as well as other factors which it believes to be reasonable and relevant. Forward-looking statements and information involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied in the forward-looking statements and information and accordingly, readers should not place undue reliance on such statements and information. Although the Company believes, in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate, that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. In evaluating forward-looking statements and information, readers should carefully consider the various factors which could cause actual results or events to differ materially from those expressed or implied in the forward-looking statements and forward-looking information. The statements in this press release are made as of the date of this release. The Company undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of the Company, EML, their respective securities or their respective financial or operating results (as applicable).
Completion of the transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement prepared in connection with the Qualifying Transaction, any information released or received with respect to the transaction 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 TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
This press release is intended for distribution in Canada only and is not intended for distribution to United States newswire services or dissemination in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.
About Nevada Silver Corporation
Nevada Silver Corporation is a mineral exploration company with its material asset being the 100% owned Corcoran Canyon Silver Project in Nevada. The Corporation also holds a manganese project in Minnesota, USA.
SOURCE: NBS Capital Inc.