TSS.P Nouveau Monde Mining Enterprises, Inc.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE
UNITED STATES 


Tucson Acquisition Corporation ("Tucson") (TSX VENTURE:TSS.P) announces that the
private placement of Entreprises minieres du Nouveau-Monde Inc.
("Nouveau-Monde") which was previously announced on September 7, 2012 has been
modified. Nouveau-Monde originally announced a proposed private placement of up
to 6,666,667 units (the "Nouveau-Monde Original Units") at a price of $0.30 per
unit for gross proceeds of up to $2,000,000. A closing of 2,000,000
Nouveau-Monde Original Units was completed on September 7, 2012.


Nouveau-Monde has revised the terms of its proposed private placement to now
consist of up to 3,333,333 additional Nouveau-Monde units (the "Nouveau-Monde
Units") at a price of $0.30 per unit and up to 1,081,081 flow-through units of
Nouveau-Monde (the "Nouveau-Monde FT Units") at a price of $0.37 per unit for up
to maximum aggregate gross proceeds of $1,400,000 (the "Offering"). 


Each Nouveau-Monde Unit shall be issued at a price of $0.30 per Nouveau-Monde
Unit and shall consist of one common share of Nouveau-Monde (a "Nouveau-Monde
Common Share") and one-half of one Nouveau-Monde Common Share purchase warrant
(the "Nouveau-Monde Warrant"). Each whole Nouveau-Monde Warrant will be
exercisable at a price of $0.45 for a period of 24 months following the closing
of the Offering. The Nouveau-Monde Unit portion of the Offering is not brokered.



Industrial Alliance Securities Inc. ("IAS") will act as the exclusive lead
manager and sole book runner on a best efforts basis for the private placement
of Nouveau-Monde FT Units. Each Nouveau-Monde FT Unit shall be issued at a price
of $0.37 per Nouveau-Monde FT Unit and shall consist of one Nouveau-Monde Common
Share issued on a "flow-through" basis pursuant to the Income Tax Act (Canada)
and one-half of a Nouveau-Monde Warrant exercisable at a price of $0.45 for a
period of 24 months following the closing of the Offering.


Nouveau-Monde has agreed to pay IAS a cash fee equal to 8% of the gross proceeds
of the Nouveau-Monde FT Units sold and to issue compensation options (the
"Compensation Options") entitling IAS to purchase such number of Nouveau-Monde
Common Shares as is equal to 5% of the total number of Nouveau-Monde FT Units
issued pursuant to the Offering. The Compensation Options shall be exercisable
at a price of $0.37 per Nouveau-Monde Common Share and will expire 18 months
after the closing of the Offering. The closing of the Nouveau Monde FT Units
portion of the Offering is conditional on, among other things, the completion of
the business combination by way of an amalgamation of Nouveau-Monde and Tucson
pursuant to the terms of an amalgamation agreement dated November 15, 2012 (the
"Amalgamation").


The Offering is expected to close on or about December 21, 2012 and is reserved
only to persons who can rely on prospectus exemptions pursuant to Regulation
45-106 respecting Prospectus and Registration Exemptions and National Instrument
45-106 - Prospectus and Registration Exemptions. 


All securities to be issued under the Offering will be subject to certain
conditions including, but not limited to, the receipt of the approval of the TSX
Venture Exchange Inc. (the "TSX Venture") 


The aggregate proceeds raised from the Offering will serve for exploration
expenditures and working capital purposes. 


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 2,500,000 Tucson common
shares outstanding as well as stock options to acquire 250,000 Tucson common
shares at a price of $0.20 per Tucson common share and agent's options to
purchase 150,000 Tucson common shares at a price of $0.20 per Tucson common
share outstanding. 


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.


The completion of the Amalgamation is subject to a number of conditions,
including but not limited to, TSX Venture acceptance and shareholder approval.
The Amalgamation 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. Additionally, as indicated above, the completion of the
Offering is subject to a number of conditions, including but not limited to, TSX
Venture acceptance. 


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.


This announcement is not for publication or distribution, directly or
indirectly, in or into the United States (including its territories and
possessions, any state of the United States and the District of Columbia). This
announcement is not an offer of securities for sale into the United States. The
securities referred to herein have not been and will not be registered under the
US Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United States.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Tucson Acquisition Corporation
Alain Lambert
President, Chief Executive Officer,
Chief Financial Officer and director
(514) 219-7988


Entreprises minieres du Nouveau-Monde Inc.
Eric Desaulniers
President
(819) 923-0333

Nouveau Monde Mining Enterprises, Inc. (TSXV:TSS.P)
Historical Stock Chart
Von Jun 2024 bis Jul 2024

Nouveau Monde Mining Enterprises, Inc. (TSXV:TSS.P)
Historical Stock Chart
Von Jul 2023 bis Jul 2024