CALGARY, ALBERTA--(Marketwired - March 4, 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 that it held its Annual and Special Meeting (the "Meeting") of North Sur shareholders ("Shareholders") in Calgary, Alberta on March 3, 2016, at which the Shareholders approved all of the resolutions outlined in the Corporation's management information circular dated January 29, 2016 ("Information Circular"), a copy of which is available on the Corporation's SEDAR profile at www.sedar.com.
On December 31, 2015, the Corporation announced that it had entered into an arm's length amalgamation agreement (the "Amalgamation Agreement") with Integrated Commerce Technology Holdco, Ltd. ("ICT Holdco"), and North Sur Subco Inc., pursuant to which the Corporation will acquire, by way of three-cornered amalgamation (the "Transaction") with ICT Holdco, certain intellectual property and know-how relating to a reverse ATM stand-alone "coupon based" machine that is used for cash, debit and credit card transactions (including secure auditable cash payment systems to the state legalized cannabis industry) and such other rights and assets that relate to such technology. At the Meeting, 100% of the Shareholders approved an ordinary resolution approving the acquisition of ICT Holdco by way of a three-cornered amalgamation, which will constitute a reverse take-over and a change of business of the Corporation from a mineral exploration company to a technology company. 100% of the Shareholders also approved special resolutions to: (i) change the name of the Corporation to "Integrated Commerce Technology Ltd." or to such other name as the board of directors of the Corporation (the "Board") determines is appropriate (the "Name Change"); and (ii) amend to Corporation's articles of incorporation to consolidate the issued and outstanding common shares of North Sur ("Common Shares") on the basis of one post-consolidation Common Share for up to every six pre-consolidation Common Shares (the "Consolidation").
In addition to the foregoing, the Shareholders also approved resolutions approving the following: (i) fixing the number of directors of the Corporation at four; (ii) the election of each of Cornell McDowell, Douglas Porter, Steven Pearson and Thomas Lester as directors of the Corporation; (iii) the appointment of Crowe MacKay LLP as the Corporation's auditors; and (iv) the Corporation's stock option.
The parties to the Transaction continue to work towards satisfying the closing conditions of the Transaction and meeting necessary approvals, as required by the Amalgamation Agreement and the TSX Venture Exchange (the "Exchange"), including, the completion of the non-brokered concurrent financing (the "Private Placement") for a minimum of $2,000,000 and a maximum of $5,000,000 consisting of (i) North Sur Shares at $0.055 per share ($0.33 on a post-consolidation basis); and (ii) ICT Holdco subscription receipts at $0.35 per subscription receipt, all as more particularly described in the prior news releases of the Corporation dated December 31, 2015 and February 3, 2016.
In accordance with Exchange policy, North Sur Shares are currently halted from trading and will remain so until such time as the Exchange determines, which may not occur until completion of the Transaction.
North Sur's management information circular dated January 29, 2015 contains additional information with respect to the Transaction and is available on North Sur's SEDAR profile at www.sedar.com.
Completion of the Transaction is subject to a number of conditions, including Exchange acceptance. 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 to be 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 Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news 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 Private Placement, expected terms of the Private Placement (including the use of proceeds), the Name Change, the Consolidation 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 and the Private Placement will occur or that, if the Transaction and Private Placement does occur, each 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.