Tucson Acquisition Corporation (TSX VENTURE:TSS.P) ("Tucson"), is pleased to
announce details concerning its proposed qualifying transaction involving a
business combination with Entreprises minieres du Nouveau-Monde Inc.
("Nouveau-Monde"). Nouveau-Monde is a private mineral exploration company, with
eight (8) properties in various strategic commodities that focuses on the
generation of high quality mining projects within the Province of Quebec.
Tucson has entered into a letter agreement with Nouveau-Monde dated June 25,
2012 (the "Letter Agreement"), pursuant to which Tucson and Nouveau-Monde intend
to complete a business combination by way of an amalgamation (the
"Amalgamation") to form a new corporation called "New World Mining Enterprises
Inc." ("Amalco") as well as a private placement of units of Nouveau-Monde (the
"Nouveau-Monde Private Placement"). Pursuant to the Amalgamation, it is
contemplated that: (i) each of the 12,886,800 issued and outstanding common
shares of Nouveau-Monde (the "Nouveau-Monde Common Shares") will be exchanged
for 1.5 common shares of Amalco (the "Amalco Common Shares") with a deemed value
of $0.267 per Amalco Common Share; and (ii) each common share of Tucson (the
"Tucson Common Share") shall be exchanged for one (1) Amalco Common Share and
one-half of one share purchase warrant of Amalco, each whole share purchase
warrant of Amalco being exercisable to purchase one Amalco Common Share at a
price of $0.30 per share for a period of two years from the closing of the
Amalgamation. In addition, the outstanding share purchase warrants of
Nouveau-Monde, except for those covered by the Nouveau-Monde Warrant Exercise as
defined below, and each of the outstanding Nouveau-Monde Financing Warrant or
Nouveau-Monde Agent's Option (both defined below) will be exchanged for 1.5
replacement warrants or replacement agent's option of Amalco with adjusted
terms. In addition, each Tucson Stock Option and Tucson Agent's Option (both
defined below) will be replaced with one (1) replacement option or replacement
agent's option of Amalco with identical terms.
It is intended that the Amalgamation, when completed, will constitute the
qualifying transaction of Tucson pursuant to Policy 2.4 of the TSX Venture
Exchange Inc. (the "TSX Venture") Corporate Finance Manual. The Amalgamation is
subject to the policies of the TSX Venture relating to qualifying transactions,
as well as shareholder approval of each of Tucson and Nouveau-Monde.
About Nouveau-Monde
Nouveau-Monde is a private mineral exploration company, with eight (8)
properties in various strategic commodities that focuses on the generation of
high quality mining projects within the Province of Quebec.
Nouveau-Monde Corporate History and Structure
Nouveau-Monde was incorporated under the Canada Business Corporations Act
("CBCA") on April 6, 2011. The head and registered office of Nouveau-Monde is
located at 6 chemin des Bouleaux, L'Ange-Gardien, Quebec J8L 0G2. Nouveau-Monde
has no subsidiaries.
Nouveau-Monde currently has 12,886,800 Nouveau-Monde Common Shares issued and
outstanding. Nouveau-Monde has no stock options, warrants, anti-dilution or
other rights to purchase Nouveau-Monde Common Shares issued or outstanding,
other than the share purchase warrants to acquire up to 8,979,400 Nouveau-Monde
Common Shares at prices ranging from $0.10 to $0.40 per Nouveau-Monde Common
Share (the "Nouveau-Monde Existing Warrants") and the undertaking of
Nouveau-Monde to issue up to an additional 3,500,000 Nouveau-Monde Common Shares
in connection with the acquisition of the Ceres property by Nouveau-Monde. The
parties have agreed that Nouveau-Monde will use all "commercially reasonable
efforts" to cause the holders of the Nouveau-Monde Existing Warrants exercisable
at $0.10 per Nouveau-Monde Common Share to be exercised prior to the closing of
the Amalgamation (the "Nouveau-Monde Warrant Exercise").
The principal shareholders of Nouveau-Monde are Mrs. Julie Boileau and Mr. Mario
Dupuis, each resident in the Province of Quebec, who own 14.74% and 10.48%,
respectively, of the Nouveau-Monde Common Shares issued and outstanding.
Nouveau-Monde Financial Information
Based on unaudited management prepared financial statements for the year ended
December 31, 2011, Nouveau-Monde had no revenue, operating expenses of $120,717,
and a net loss of $103,344. In addition, as at December 31, 2011, Nouveau-Monde
had a working capital of $261,438, assets of $434,334 and liabilities of
$146,171.
Based on unaudited management prepared financial statements for the period ended
March 31, 2012, Nouveau-Monde had no revenue, operating expenses of $149,028,
and a net loss of $134,206. In addition, as at March 31, 2012, Nouveau-Monde had
a working capital of $1,178,671, assets of $1,448,543, and liabilities of
$129,477.
Nouveau-Monde Properties
Ceres Property
The Ceres property is located in the Huddersfield Township of the Outaouais
region, approximately 95 km northwest of Ottawa (Canada's capital) and at its
closest point, 6 km north-east of the community of Fort Coulonge. The property
is composed of 180 contiguous map designated claims covering 9,854 hectares. The
property is 100% owned by Nouveau-Monde.
The property lies in the south-western portion of the Grenville geological
Province, more specifically in the Pythonga terrane. The property was known to
contain a number of historical occurrences of molybdenite, fluorite, uranium,
mica and apatite. However, exploration work recently performed by Nouveau-Monde
has resulted in the discovery of significant showings of graphite and rare earth
elements ("REE's"), both commodities that are in demand in the high tech sector
at the moment.
Recent time-domain electromagnetic (TDEM) helicopter surveying defined three
multi-kilometric zones of conductivity on the western half of the property. 3D
interpretation and modelling on one of these zones based on the geophysical data
and ground structural observations suggests the presence of a 4 km by 1 km low
angle eastward dipping conductive plane within a geological formation
historically mapped as biotite garnet paragneiss and calc-silicate units.
Subsequent prospecting using ground geophysical instrumentation allowed the
discovery of the Philippe graphite showing. The showing is located at the west
end of the TDEM anomaly where the 3D model suggests the conductive layer should
be outcropping. Grab sample #1053301 returned 3.01% Carbon graphite, Visual
analysis of the rock suggests that the graphite is predominantly in large flakes
(up to nearly centimeter size) disseminated in a hard paragneiss. The mineral
assemblage observed at the showing is similar to that reported from historical
Kearney Mine (Ontario Graphite) and the Bisset Creek deposit (Northern Graphite)
located few tens of kilometers to the southwest of the Ceres property in the
same geological terrane. Based on this most encouraging discovery, graphitic
paragneiss have become an important exploration target for Nouveau-Monde.
Also in 2011, scintillometer and gamma-ray spectrometer prospecting carried out
in the eastern sector of the Ceres property, in the area of the historic Yates
uranium prospect, identified a number of sites of interest for REE exploration.
Intensive work performed in the 1950s and consisting of surface mapping, various
geophysical surveys, drilling and adit/pit excavation had defined seven zones of
anomalously radioactive scarns. Uranium values had proven most disappointing
however, and no further exploration was conducted in this regard. However, the
area had never been tested for REEs previously and it is of notable that grab
sample #1053362 collected recently by Nouveau-Monde on one of the scarns
returned 1.82% REE. During a site visit made by one independent geologist, hand
selected grab samples 12-Ceres-10 and 12-Ceres-14 gave total REE results above
2.53% and 3.32%, respectively (limit of detection reached for some REE
elements). Based on these results, REE has also become a priority for
Nouveau-Monde.
Mac's Lead Property
The Mac's Lead property acquired by staking is composed of 59 map designated
claims covering 2,863 hectares. The property is located about 60 km north-east
of the Inuit locality of Kuujjuarapik on NTS map sheets 33N11, 14 and 15. A
number of Zn-Pb-Ag showings are known from the property. Classified as
Mississipi Valley-type deposits, the showings were worked in the 1960's. Non NI
43-101 compliant results received for two trenches returned grades of 6.21% Pb,
1.28% Zn, 0.17% Ag and 4.46% Pb. 0.38% Zn, 0.13% Ag, respectively.
Lac Dupire Property
The Lac Dupire property acquired by staking is composed of 224 map designed
claims covering 10,488 hectares. It is located on NTS map sheet 34H03, about 200
km east-north-east of the Inuit locality of Umiujaq. The property is
characterized by a major magnetic anomaly 25 km long by few kilometers wide,
believed to be associated with a folded, massive iron formation. In 1994, SOQUEM
found visible arsenopyrite and pyrrhotite mineralization in east-west trending
quartz-chlorite-grunerite veins within the iron formation. The best gold assays
within these veins graded 6404 ppb and 4620 ppb. The geophysical signature, the
mineralogy and the character of the mineralization found on the property suggest
the presence of a Fe-Au-type deposit similar to GoldCorp Inc's Musselwhite mine
in Ontario.
Riviere aux Outardes Property
The Riviere aux Outardes property acquired by staking is composed of 43 map
designated claims covering 2,344 hectares. Located on NTS map sheets 22K13 and
14, the claims cover a 5 km long, intense magnetic anomaly within a magmatic
anorthositic complex. A compilation of the geology and geophysics compiled using
historical reports suggests that the signature is similar to the Lac Lablache
Fe-Ti-V deposit located 60 km to the south. Argex Mining Inc. and Nevado
Resources Corporation are currently upgrading an historical resource calculation
made in the 1960's that defined a non NI 43-101 compliant resource of 71M tons
at 48% Fe, 20.5% Ti and 0.36% V on the later deposit.
Outaouais Graphite Property
The Outaouais graphite property acquired primarily by staking is composed of
1,329 mining claims covering 78,782 hectares acquired in various locations in
the Pontiac MRC in Western Quebec. The exploration target is graphite
mineralization hosted in biotite and/or garnet-bearing paragneiss near the
litho-stratigraphic contact with a calc-silicate unit.
Riviere aux Castors Property
The Riviere aux Castors property acquired by staking is made of 94 map designed
claims covering 4,788 hectares located on the NTS map sheets 33F06 and 11. A
showing from the property reported by SOQUEM in assessment report GM61565 proved
to grade 4.3% Cu and 73 ppb Au. As well, a number of iron formations hosting
quartz-grunerite veins were observed on the property, but no assays for gold
were reported for these. Exploration targets are Cu-Au massive sulphides and
Fe-Au mineralization in grunerite veins.
Lac Moyer Property
The Lac Moyer property acquired by staking is composed of 10 map designated
claims covering 476 hectares. Distributed in three blocks, they are located in
the NTS map sheets 24D02, 06 and 14. The claims cover three historical Ni-Cu
showings in ultramafic rock units, with values ranging around 0.32% Ni and 0.37%
Cu.
Beryl Property
The Beryl property acquired by staking is composed of multiple blocks containing
a total of 27 map designated claims covering 1,561 hectares on NTS map sheets
31N13, and 31M15 and 16. The claims cover nine historical showings of beryl
crystals in pegmatite associated with granitoid.
The technical information in this press release has been prepared by Eric
Desaulniers, MSc, P.Geo and President of Nouveau-Monde and reviewed by Jacques
Letendre, MSc, P.Geo and a director of Nouveau-Monde, two qualified person as
defined in Regulation 43-101 respecting Standards of Disclosure for Mineral
Projects.
About Tucson
Tucson is a capital pool company that completed its initial public offering in
May 2012 and the Tucson Common Shares are listed for trading on TSX Venture
under the stock symbol TSS.P. Tucson currently has outstanding 2,500,000 Tucson
Common Shares and stock options to acquire 250,000 Tucson Common Shares at a
price of $0.20 per Tucson Common Share (the "Tucson Stock Options") and agent's
options to purchase 150,000 Tucson Common Shares at a price of $0.20 per Tucson
Common Share (the "Tucson Agent's Options"). As at March 31, 2012, Tucson had
current and other assets, net of liabilities, of approximately $265,000.
Summary of the Proposed Amalgamation
Pursuant to the arm's length Letter Agreement, and subject to the terms and
conditions thereof, Tucson and Nouveau-Monde have agreed to complete the
Amalgamation.
Pursuant to the Letter Agreement, the parties have agreed to use their
"commercially reasonable efforts" to cause Nouveau-Monde to complete the
Nouveau-Monde Private Placement of a minimum of 4,562,500 and a maximum of
6,250,000 units of Nouveau-Monde (the "Nouveau-Monde Units") at a price of $0.40
per Nouveau-Monde Unit for gross proceeds of a minimum of $1,825,000 and a
maximum of $2,500,000. Each Nouveau-Monde Unit shall consist of one
Nouveau-Monde Common Share and one-half of one share purchase warrant of
Nouveau-Monde, each whole share purchase warrant of Nouveau-Monde being
exercisable to purchase one Nouveau-Monde Common Share at a price of $0.60 per
Nouveau-Monde Common Share for a period of two (2) years from the closing of the
Nouveau-Monde Private Placement (the "Nouveau-Monde Financing Warrants").
Nouveau-Monde may engage investment dealers to act as agents (the "Agents") on a
"commercially reasonable efforts" basis for the Nouveau-Monde Private Placement
and in connection therewith may pay cash commission of up to 10% of the gross
proceeds of the Nouveau-Monde Private Placement. The Agents may also be granted
agent's options (the "Nouveau-Monde Agent's Options") to purchase up to 10% of
the number of Nouveau-Monde Units sold under the Nouveau-Monde Private
Placement, with each Nouveau-Monde Agent's Option entitling the Agent to
purchase one Nouveau-Monde Unit at a price of $0.40 per Nouveau-Monde Unit for a
period of 18 months from the closing of the Nouveau-Monde Private Placement.
Nouveau-Monde intends to use the net proceeds of the Nouveau-Monde Private
Placement for a resource definition diamond drilling campaign and metallurgical
testing on the Ceres property and prospecting following geophysical surveys on
Outaouais Graphite, Mac's Lead and Riviere aux Castors properties, as well as
for general corporate purposes, working capital and transaction costs to
complete the Amalgamation.
Summary of Proposed Directors and Officers of Amalco
The Board of Directors of Tucson will be replaced to consist of six (6)
directors, namely, Eric Desaulniers, Guy Pieschke, Benoit Chotard, Roderick M.
Bryden, Jacques Letendre and Alain Lambert, provided TSX Venture does not object
to such nominations and such persons are eligible to act as directors pursuant
to the requirements of the CBCA.
After the closing of the Amalgamation, the officers of Amalco will be appointed
by the Board of Directors of Amalco and will include Eric Desaulniers as
President and Chief Executive Officer, Martin Nicoletti as Chief Financial
Officer and Richard Provencher as Corporate Secretary.
Eric Desaulniers, President, Chief Executive Officer and Director
Mr. Desaulniers has been the President, Secretary and director of Nouveau-Monde
since October 2011. He is a professional geologist in Quebec with a
specialization in geophysics and integrated 3D earth modeling. He holds a
bachelor's degree in geology and a master in geophysics from the Universite
Laval in Quebec City. As a project manager from August 2006 to July 2011 for
Sander Geophysics Ltd., he managed numerous international large scale
interpretation and data acquisition projects in the Middle East, Central and
North Africa, and in North America for major clients, including the British
Geological Survey, Saudi Aramco, the Moroccan government, Bureau de Recherches
Geologiques et Minieres (France) and Shell. In 2007, he participated in an
expedition to the North Pole in the Canadian Arctic with the Columbia University
of New York.
Since July 2008, Mr. Desaulniers has been the President of ED Exploration Inc.,
a consulting firm that offers geological and geophysical services to the mineral
industry.
Alain Lambert, Chairman of the Board and Director
Mr. Lambert has been the President, Chief Executive Officer and a Director of
CPVC Financial Corporation, a private investment company, since November 2006.
Mr. Lambert was also the Managing Director and Head of Equity Capital Markets of
Avenue Capital Markets Inc. between December 2011 and May 2012. Mr. Lambert was
President and a Director of Avenue Capital Markets CPVC Inc. between September
2010 and December 2011. He was also the President and a Director of FIER CPVC
Montreal Management Inc., the general partner of FIER CPVC Montreal L.P., a
venture capital investment partnership located in Montreal, Quebec, from
December 2005 to August 2011. Mr. Lambert was a Managing Partner of Canadian
Public Venture Capital Group, a private investment group, between March 2003 and
November 2006. He has also been the President of One and Company Capital Corp.,
a private holding company, since February 2002 and President of Investor
Relations Management Corp., a holding company, since December 1999.
Mr. Lambert holds a Bachelor of Laws degree (LL.B.) from the University of
Montreal and a diploma of collegial studies, specializing in administration from
the College Jean-de-Brebeuf, Montreal, Quebec. In 1986, Mr. Lambert was admitted
to the Quebec Bar Association after having articled with Phillips & Vineberg,
Barristers & Solicitors.
From November 2006 to August 2007, Mr. Lambert was also a Director of CPVC
Blackcomb Inc., a capital pool company listed on TSX Venture that completed its
Qualifying Transaction and became Prestige Telecom Inc. From October 2007 to
June 2009, Mr. Lambert was a Director of CPVC Bromont Inc., a capital pool
company that completed its Qualifying Transaction.
Guy Pieschke, Director
Mr. Pieschke has been a director of Nouveau-Monde since October 2011. He is
co-owner, Vice-President, Secretary and Treasurer since January 2007 of 6668925
Canada Inc., a company based in the Gatineau/Ottawa area since 1954 that has
more than 150 employees specializing in the manufacture of high-quality
residential doors and windows.
Mr. Pieschke also served as assistant controller from February 2002 to January
2004 of Concert Airlaid Ltd. (now known as Glatfelter Gatineau Ltee) (NYSE:
GLT), a public specialty pulp and paper company.
Since January 1995, Mr. Pieschke has been a member of the Ordre des comptables
professionnels agrees du Quebec.
Benoit Chotard, Director
Mr. Chotard has been a director of Nouveau-Monde since April 2012. He has more
than 15 years of corporate finance and public market expertise, and since
January 2011 he has been a Partner at Capital Force, an independent corporate
finance advisory firm focused on mid-market transactions for both public and
private companies.
From October 2009 to December 2010, Mr. Chotard was Vice-President, Business
Development of Pakit Inc., a green technology company based in Vancouver that
develops clean technology solutions for the packaging industry. From July 2008
to January 2009, Mr. Chotard was Senior Vice-President, Finance and Business
Development of Cantronic Systems Inc., a public company listed on the TSX
Venture that specialized in infrared thermal imaging and in night vision
systems, where he orchestrated a $6 million round of financing and positioned
the company for merger and acquisition negotiations in China and Europe. From
January 2008 to June 2008, he was Vice-President, Corporate Finance at Leede
Financial Markets Inc., based in Vancouver, and had a similar role with
Laurentian Bank Securities Inc., based in Montreal, from November 2006 to June
2007. From May 2004 to October 2006, Mr. Chotard was Vice-President and Chief
Financial Officer of Victhom Human Bionics Inc., a public company listed on the
Toronto Stock Exchange ("TSX") where he evaluated target acquisitions and then
integrated them. From April 2003 to April 2004, Mr. Chotard was a Corporate
Finance advisor with Vestra Capital Inc., an independent corporate finance
advisory firm based in Montreal, Quebec. From February 1996 to March 2003, Mr.
Chotard was Vice-President, Senior Financial Equity Analyst, at National Bank
Financial where he headed the high technology investment group.
Mr. Chotard has a Bachelor of Science degree in chemical engineering, and a MBA
from the Universite de Sherbrooke.
Roderick M. Bryden, Director
Mr. Bryden has been a director of Nouveau-Monde since November 2011. Since April
2005, he has been the President and Chief Executive Officer of Plasco Energy
Group Inc., a private waste conversion and energy generation company. Since
March 2005, Mr. Bryden has been also the Chairman of the Board of PharmaGap
Inc., a biotechnology company with a core focus on developing novel peptide
therapeutics for the treatment of cancer. Since February 2005, he has been the
Chairman of the Board of Clearford Industries Inc., a company that provides
solutions for the collection and treatment of sewage. Since September 2004, he
has been the owner and Chairman of SC Stormont Inc., a private company that
specializes in the leadership and development of small to mid-sized Canadian
businesses. Mr. Bryden was Chairman or President and Chief Executive Officer of
World Heart Corporation from April 1996 to July 2004 and was Vice-Chairman and
Alternate Governor of the Ottawa Senators hockey club from 1993 to 2003.
In 1979, Mr. Bryden founded Paperboard Industries Corporation and was Chairman
until 1991. In 1974, Mr. Bryden founded Systemhouse Ltd. with seven senior
information systems professionals. He was President or Chairman of Systemhouse
Ltd. from 1974 until June 1991.
From 1967 to 1969, Mr. Bryden was Professor of Law at the University of
Saskatchewan in Saskatoon. In 1969, Mr. Bryden held various positions with the
Government of Canada, including Assistant Deputy Minister of Regional Economic
Expansion, prior to moving to independent business at the end of 1973. Mr.
Bryden has a Bachelor of Arts degree in Economics, from Mount Allison
University, a Bachelor of Laws degree from the University of New Brunswick and a
Master of Laws degree from the University of Michigan.
Jacques Letendre, Director
Mr. Letendre has been a director of Nouveau-Monde since April 2012. He has also
been, since March 2004, President and Secretary of Renouveau Exploration Inc., a
consulting firm for mining projects in the Americas and in Africa. From August
2001 to February 2009, he was a director of Majescor Resources Inc.
("Majescor"), a public mineral exploration company listed on TSX Venture now
focused on uranium and gold/base metals. He was the President of Majescor from
August 2001 to March 2004. From June 2006 to November 2007, he was the President
of North American Minerals Group, Inc., a private mining exploration company
with diamond and gemstone projects in the United States. He was also a director
of Patrician Diamonds Inc. (now known as Northaven Resources Corp. (TSX Venture:
NTV)), a mining exploration company from December 2001 to October 2004. Mr.
Letendre has a Masters of Science degree in geology from the University of
Montreal.
Martin Nicoletti, Chief Financial Officer
Mr. Nicoletti has been the Chief Financial Officer of Nouveau-Monde since March
2012. He is a certified general accountant with 22 years of experience. He
graduated from the Universite du Quebec a Trois-Rivieres in 1987 with a bachelor
degree in business administration. He worked with Price Waterhouse from January
1989 to January 1994 where he worked with clients in the mining industry. From
February 1994 to May 2004, he worked for several companies as a controller or
chief accountant. Since 2004, he has been involved with public junior mining
companies with responsibility for financial controls and financial reporting.
Since September 2006, he has been the President of SKTM Financial Corporation
Ltd., a private company that provides consultations and management services to
companies. Also, Mr. Nicoletti currently serves as the Chief Financial Officer
of several public companies listed on TSX Venture, including Amex Exploration
Inc., Bowmore Exploration Ltd., Stellar Pacific Ventures Inc., Stelmine Canada
Ltd. and Tomagold Corporation.
Richard Provencher, Corporate Secretary
Mr. Provencher has been the Corporate Secretary of Nouveau-Monde since April
2012. Mr. Provencher is the Coordinating Partner of the securities law practice
group of Stein Monast L.L.P., a law firm based in Quebec City, Quebec and has
been since February 2003. From the beginning of his career, Mr. Provencher has
focused his practice on securities law, the purchase and sale of businesses, and
public and private financing. Mr. Provencher represents issuers and brokerage
firms in connection with public and private financing. He also handles matters
for private venture capital funds, advises companies seeking financing and
assists them in planning and listing securities on the stock exchange, whether
via an initial public offering, as a capital pool company, or through a reverse
takeover. He also advises public issuers on aspects relating to corporate
governance and continuous disclosure.
Mr. Provencher is one of the authors of the Securities Law Volume of the
business law collection of JurisClasseur Quebec, a guest speaker for the
certification in corporate governance of the College des administrateurs de
societes, a guest speaker at the "Managing a Public Company" workshop given by
the TSX Venture and a guest speaker for the Bachelor's degree and Master's
program of the Faculty of Law of the Universite Laval. He is a member of the
Securities Committee of the Canadian Bar Association.
Other Matters Concerning the Amalgamation
The completion of the Amalgamation is subject to the approval of TSX Venture and
all other necessary regulatory approval. The completion of the Amalgamation is
also subject to additional conditions precedent, including completion of the
Nouveau-Monde Private Placement for gross proceeds of a minimum of $1,825,000,
shareholder approval of Tucson and Nouveau-Monde, satisfactory completion of due
diligence reviews by both parties, completion of the Nouveau-Monde Warrant
Exercise, board of directors approval of Tucson and Nouveau-Monde on the
Amalgamation, the continuance of Tucson from the Business Corporations Act
(Alberta) to the CBCA and certain other usual conditions.
The Amalgamation will be an arm's length transaction as none of the directors,
officers or insiders of Tucson own any interest in Nouveau-Monde.
Tucson also announces it has reserved additional Tucson Common Shares in order
to grant stock options to purchase up to 10% of the issued and outstanding
Amalco Common Shares (the "Amalco Stock Options") pursuant to the stock option
plan of Tucson, subject to TSX Venture and shareholder approvals, at a price of
$0.27 per Amalco Common Share, upon the completion of the Amalgamation. The
parties agree the New Stock Options may be granted to directors, officers,
employees and consultants of Amalco, as determined by the Board of Directors of
Amalco immediately following the completion of the Amalgamation.
Tucson will apply to the TSX Venture for an exemption from the sponsorship
requirements in connection with the Amalgamation. There is no assurance that
such exemption will be granted. If such exemption is not granted, Tucson will be
required to engage a sponsor for the Amalgamation.
Trading of the Tucson Common Shares will not resume until all steps referenced
in the Policy 2.4 of the TSX Venture have been completed. Tucson will issue a
further news release when TSX Venture has received the necessary documentation
and trading of the Tucson Common Shares is to resume.
As indicated above, completion of the Amalgamation is subject to a number of
conditions, including but not limited to, TSX Venture acceptance and shareholder
approval. The Business Combination cannot close until the required shareholder
approval is obtained. There can be no assurance that the Amalgamation will be
completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Management Information
Circular to be prepared in connection with the Amalgamation, any information
released or received with respect to the Amalgamation may not be accurate or
complete and should not be relied upon. Trading in the securities of Tucson
should be considered highly speculative.
Neither the TSX Venture nor its Regulation Services Provider (as that term is
defined in the policies of the TSX Venture) has in no way passed upon the merits
of the proposed transaction and has neither approved nor disapproved the
contents of this press release.
Except for historical information contained herein, this news release contains
forward-looking statements that involve risks and uncertainties. Actual results
may differ materially. Neither Tucson nor Nouveau-Monde will update these
forward-looking statements to reflect events or circumstances after the date
hereof. More detailed information about potential factors that could affect
financial results is included in the documents filed from time to time with the
Canadian securities regulatory authorities by Tucson.
The securities of Nouveau-Monde being offered have not been, nor will be,
registered under the United States Securities Act of 1933, as amended, 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 U.S. registration requirements. This release does not constitute an offer
for sale of securities in the United States.
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