Toronto, Ontario--(Newsfile Corp. - June 12, 2017) - Nebu Resources Inc. (TSXV: NBU) ("Nebu" or the "Company") is pleased to announce that it has entered into a letter of intent dated May 29, 2017 (the "Letter Agreement") with Linceo Media Group Inc. ("Linceo"), for Nebu to acquire a 100% of the issued shares of Linceo, which will constitute a reverse takeover of Nebu by the shareholders of Linceo (the "Transaction"). As presently contemplated, it is expected that the Transaction will be completed by way of a merger under the Business Corporations Act (Ontario) or similar business combination transaction. The proposed Transaction is an arm's length transaction.
As part of the Transaction, Nebu will spin-out its existing mining properties for shares of a private company on behalf of the existing shareholders of Nebu, and also will settle certain debt owed to existing creditors.
Linceo is a private company incorporated under the laws of Province of Ontario. Linceo is engaged in the business of mining and exploration of industrial and other minerals. Linceo has acquired from Electra Stone Ltd. all the rights pursuant to a lease agreement (the "Lease Agreement") dated September 30, 2002 among Electra Stone Ltd., Robert Wayne Howich and Johan Thom Shearer related to the Apple Bay Alumina Silica property located near Port Hardy, British Columbia (the "Port Hardy Property").
Management and Directors of the Resulting Issuer
Linceo is currently managed by an experienced group of mining executives, including the following individuals:
Kyler Hardy - President and CEO
- Experienced operator, investor and executive in the natural resource sector - 14+ years
- Partner in Venex Capital Corp — a resource-focused merchant banking group
- Founder and former CEO of a large geosciences and logistics management group.
Neil Froc, P.ENG - VP Project Management
- 26+ years at senior level managing and developing large exploration and mineral development projects
- Formerly Executive VP with a large nickel focused development company and project manager with a large PGE development company in western Canada
- Founder of Integrity Geoconsulting Inc.
Jesse Anaka, P.BIO - VP Environmental and Permitting
- 17 years of operational biology and natural resource management experience in Western Canada
- Primarily focused on provincial and federal environmental assessments for resource projects
- Founder Anaka Environmental Consulting, previously operation manager Triton Environmental and ECL Environmental Solutions
Dean Daly, RPF - Aboriginal Relations Consultant
- 25+ years involved at a senior level managing and developing forestry operations in B.C. and Yukon
- Specializes in developing memoranda of understanding, impact benefit agreements, and joint ventures between First Nations and industry proponents
- Lead negotiator with several First Nations for jurisdictionally complex multi billion dollar infrastructure projects
The Board of Directors of Nebu after completion of the Transaction (the "Resulting Issuer") is expected to include Kyler Hardy, and 2 or 3 other members designated by Linceo and to include Mr. Paul Crath and Mr. Rocco Liscio who are currently members of the Board of Directors of Nebu.
Highlights of the PEM 100 Quarry and Operations on the Port Hardy Property
- The PEM 100 Quarry is located on Holberg Inlet, Vancouver Island within 1km from tidewater
- Two marketable products, geyserite (alumina silica) and high grade silica are both used in concrete and in short supply
- Accessible by 23km of paved and 12km of graded gravel road from the community of Port Hardy
- Regionally, high grade alumina silica is consumed by cement producers, and other industrial manufacturers
- Quarry has not been tested to depth and minimal regional drilling has been completed
- Current Permits for mining up to 249,000 tpa is proposed to be expanded to 750,000 tpa
- Environmental permitting being updated
- Updated water treatment and discharge pond in process
The Company cautions that it is not basing its production decision on a feasibility study of mineral reserves demonstrating economic and technical viability, and as a result there is increased uncertainty and there are multiple technical and economic risks of failure which are associated with this production decision. These risks, among others, include areas that are analyzed in more detail in a feasibility study, such as applying economic analysis to resources and reserves, more detailed metallurgy and a number of specialized studies in areas such as mining and recovery methods, market analysis, and environmental and community impacts.
Principal Shareholders of the Resulting Issuer
As of the closing (the "Closing") of the Transaction, the following three shareholders will beneficially own or exercise control or direction over Common Shares of the Resulting Issuer carrying more than 10% of the votes attached to such Common Shares. Ridge Resources Inc. 15.4%, Lauterbrunnen Developments Inc. 14.1% and Rev Royalty Income and Growth Fund 12.3%.
Ridge Resources Inc. is a company owned and controlled by Kyler Hardy, CEO of the Resulting Issuer.
Rev Royalty Income and Growth Fund is an investment trust where Paul Crath, Director is a member of the Trustee. Mr. Crath has no investment decision or management authority in his role with the trust.
Proposed Share Reorganization of Nebu
Prior to the Closing of the Transaction, Nebu intends to consolidate its issued and outstanding common shares, on the basis of five (5) old Nebu Shares for one (1) new Nebu Share (the "Consolidation"). All outstanding options and warrants of the Company shall be appropriately adjusted to reflect the Consolidation.
In the near term, it is contemplated that Linceo will complete a financing (the "Bridge Financing") by way of a private placement to provide bridge financing for the completion of the Transaction. The Company also intends to complete, concurrent with the Closing of the Transaction, an equity financing (the "Concurrent Financing") by way of a private placement to raise sufficient funds to carry out the business plan of the Resulting Issuer. The detailed terms of the financings will be disclosed in a follow-up press release.
Both the Bridge Financing and the Concurrent Financing are subject to approval of the Exchange.
Transaction Conditions and timing
The Transaction is subject to customary conditions for a transaction of this nature, which include the receipt of board and shareholder approval of both Nebu's and Linceo's shareholders, in addition to any approvals required the Exchange or other regulatory bodies.
The Transaction is expected to close in September 2017. Additional details of the Transaction will be available in the related meeting materials to be mailed to shareholders in connection with the various meetings required to approve the Transaction and a listing statement disclosure document completed in accordance with the Exchange policies. The meeting materials and listing statement will also be available on SEDAR upon mailing.
Nebu's common shares are currently halted and Nebu anticipates they will remain halted until the documentation required by the Exchange for the proposed Transaction can be provided to the Exchange.
Neil Froc, P.Eng., is the Qualified Person, as defined by NI 43-101, responsible for the disclosure in this news release.
For further information please contact:
Paul Crath, President & CEO
Nebu Resources Inc.
Forward Looking Information
This news release contains certain forward-looking statements that reflect the current views and/or expectations of management with respect to performance, business and future events, including but not limited to express or implied statements and assumptions regarding the Company's intention to negotiate for or complete the Transaction. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business and the industry and markets in which the Company operates. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. In particular, there is no guarantee that the parties will successfully negotiate and enter into a definitive agreement or complete the Transaction contemplated herein, that the Company's due diligence will be satisfactory or that the Company will obtain any required shareholder or regulatory approvals, including approval of the Tsx Venture Exchange . Accordingly, readers should not place undue reliance on forward-looking statements and information, which are qualified in their entirety by this cautionary statement. The Company does not undertake any obligations to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable securities law.
All information contained in this press release with respect to Linceo, its business and proposed corporate reorganization and financing was supplied by Linceo for inclusion herein. The Company has not conducted due diligence on the information provided and does not assume any responsibility for the accuracy or completeness of such information.
Neither the TSX Venture Exchange nor its Regulations Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.