CALGARY, ALBERTA–(Marketwired – Feb. 5, 2016) –
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
North Sur Resources Inc. (“North Sur” or the “Corporation“) (TSX VENTURE:NST) is pleased to announce the closing of a tranche relating to a non-brokered concurrent financing (the “Offering“), as previously announced on February 3, 2016, which consisted of the issuance of 600,000 common shares of the Corporation (“Common Shares“) at a purchase price of $0.055 per share for gross proceeds of $33,000. All Common Shares are subject to a four (4) month statutory restricted resale period from the date of issuance.
In connection with the Offering, North Sur is providing a loan advance of $33,000 (“Additional Loan“) as part of an aggregate secured loan of $538,000 (the “Secured Loan“) advanced to date, to a private company in connection with the previously announced proposed reverse takeover transaction (the “Transaction“). The Secured Loan is to be used to assist in the development and fabrication of reverse ATM stand-alone “coupon based” machines for cash, debit and credit card transactions (including secure auditable cash payment systems to the legal cannabis industry). North Sur has entered into a loan agreement and connected collateral documents with respect to the Additional Loan on substantially the same terms as previously announced loan advances to the same borrower.
The Secured Loan shall bear interest on the outstanding principal amount at a rate of 6% per annum, with maturity occurring on the earlier of: (a) one (1) year from the effective date of such loan, in the event the definitive agreement in respect of the Transaction has not been executed by the lender and the borrower; and (b) in the event such definitive agreement has been executed before one (1) year from the effective date of such loan, the earlier to occur of the following: (i) the date of termination of such definitive agreement, and (ii) the closing of the Transaction. In the event of default, unpaid amounts shall bear interest at a default rate of 8% per annum.
As the Transaction may be considered a reverse takeover pursuant to the policies of the TSX Venture Exchange (“TSXV“), in accordance with the TSXV policies, common shares of North Sur are currently halted from trading and will remain so until such time as the TSXV determines, which may not occur until completion of the Transaction.
Completion of the Transaction is subject to a number of conditions, including TSXV acceptance and disinterested shareholder approval, if required. 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 disclosure document prepared in connection with the 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 North Sur 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.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available.
Certain statements contained in this news release, including statements or information that contain terminology such as “anticipate”, “believe”, “intend”, “expect”, “estimate”, “may”, “could”, “will”, “the review and analysis of other business opportunities” and similar expressions constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. All statements, other than statements of historical fact, that address activities, events, or developments that North Sur or a third party expect or anticipate will or may occur in the future, including our future growth, results of operations, performance and business prospects, outlook and opportunities are forward-looking statements. In particular, this news release contains forward-looking statements concerning the completion and timing of the Transaction and Offering, terms of the Transaction and the Offering (including the use of proceeds), the terms and funding of the Secured Loan, the requirement for shareholder approval and the parties’ ability to satisfy closing conditions and receive necessary approvals.
Forward-looking statements are based on a number of material factors, expectations or assumptions of North Sur which have been used to develop such statements and information but which may prove to be incorrect. Although North Sur believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them because North Sur can give no assurance that they will prove to be correct. There can be no assurance that the Transaction will occur or that, if the Transaction does occur, it will be completed on the terms described above. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results and developments may differ materially from the results and developments discussed in the forward-looking statements as certain of these risks and uncertainties are beyond our control.
Consequently, all of the forward-looking statements made in this news release are qualified by these cautionary statements and the other cautionary statements and risk factors and uncertainties contained in this news release. The reader is cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements are made as of the date of this news release. Except as required by applicable Canadian securities laws, the Corporation assumes no obligation to update publicly or revise any forward-looking statements to reflect subsequent information, events, or circumstances.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.