Sun Metals and North Bluff Capital (NBK.H-V) Enters Definitive Agreement Completes Oversubscribed Financing
Mar 5, '18 - NR
North Bluff Capital is pleased to announce that, further to its news releases dated January 24, 2018 and February 16, 2018, it has entered into an amalgamation agreement, dated March 2, 2018, among itself, its newly formed subsidiary, and Sun Metals Corp. ("Sun Metals"). The transaction (the "Acquisition") will constitute a reverse takeover and the Company's qualifying transaction under the policies of the TSX Venture Exchange (the "Exchange").
On closing of the Acquisition, the shareholders of Sun Metals will receive 1 common share of the Company in exchange for each Sun Metals share that they hold, and the holders of Sun Metals options will also receive convertible securities of North Bluff on a 1 for 1 basis. Sun Metals has 34,280,001 common shares and 300,000 options outstanding.
In connection with the Acquisition, the Company has closed its previously announced non-brokered private placement, for aggregate gross proceeds of $6,447,100 (the "Offering"). The Offering was approximately 30% from the original $5 million due to strong demand. The Offering involved the issuance of 25,788,400 subscription receipts (the "Subscription Receipts") at a price of $0.25 per subscription receipt.
The proceeds of the Offering are being held in escrow, pending the Company receiving all applicable regulatory approvals and completing the Acquisition. If the Acquisition is not completed on or before May 31, 2018, the Offering proceeds will be returned to the subscribers.
Upon satisfaction of the escrow conditions, each Subscription Receipt will automatically convert into one unit of the Company for no additional consideration. Each Unit will consist of one common share and one share purchase warrant, with each share purchase warrant entitling the holder to acquire one additional common share at a price of $0.35 per share for a period of five years from the date the warrants are issued, subject to acceleration in certain circumstances. The securities have a hold period expiring on July 06, 2018.
Following conversion of the Subscription Receipts, the Company will pay certain agreed upon finder's fees.
The proceeds of the Offering will be used to fund the Company's proposed phase 1 exploration program on the Stardust Project, as further described in the Company's news release dated January 24, 2018, and for general working capital purposes.
Completion of the Acquisition remains subject to Exchange approval. Trading in the Company's common shares will remain halted pending further filings with the Exchange. The Company is working diligently to complete the remaining filings with the Exchange, with a view to completing the proposed transaction in short order.
For more information, please contact Scott Ackerman at (778) 331-8508 or sackerman@emprisecapital.com
On Behalf of the Board of Directors of
NORTH BLUFF CAPITAL CORP.
Scott Ackerman
Chief Executive Officer
Sun Metals Corp
Suite 1900, 1055 West Hastings Street
Vancouver, BC
Canada, V6E 2E9
Tel: +1 (604) 683-7790
info@sunmetals.ca
sunmetals.ca |
