The Endurance Fund Corp.
NEX BOARD : END.H

December 27, 2007 17:10 ET

The Endurance Fund Corp. Announces the Closing of Its Qualifying Transaction With North American Uranium Corp.

TORONTO, ONTARIO--(Marketwire - Dec. 27, 2007) - The Endurance Fund Corp. (the "Corporation", (NEX:END.H), a capital pool company listed on the NEX, announces today that on December 21, 2007 it closed its Qualifying Transaction as defined under the policies of the TSX Venture Exchange (the "Exchange"), with North American Uranium Corp. ("NAUC") pursuant to which the Corporation acquired all of the issued and outstanding common shares, options and common share purchase warrants of NAUC (the "Acquisition"). The intention to complete the Acquisition was previously announced on March 6, 2007. Upon satisfaction of the conditions contained in the conditional approval letter of the Exchange, the Corporation will be listed on the Exchange as a Tier 2 Issuer and recommence trading.

A Filing Statement describing the Corporation, NAUC and the terms of the Acquisition, prepared in accordance with policies of the Exchange, was publicly filed on October 31, 2007 and is available under the Corporation's profile at www.sedar.com. A technical report concerning the resulting issuer's principal property, prepared in connection with the transaction, is also available on SEDAR under the Corporation's profile.

Pursuant to the Acquisition, the Corporation issued 9,859,286 common shares at a deemed issue price of $1.00 per share, and warrants to acquire 357,143 common shares at an exercise price of $0.50 per share.

Concurrently with the closing of the Acquisition, the Corporation announces the closing of its private placement of 1,845,250 units of the Corporation, at $1.00 per unit for gross proceeds of $1.845 million. Each unit is comprised of either one flow through or one non flow through common share of the Corporation, and one half of one share purchase warrant, each whole warrant entitling the holder thereof to acquire one non flow through common share of the Corporation at an exercise price of $1.25 per share for a period of 18 months from the date of issuance.

The Corporation paid aggregate finder's fees in connection with the private placement equal to $120,620, as well as certain diligence fees and expenses, to arm's length third parties that assisted in securing subscribers to the private placement. The Corporation also issued to such parties an aggregate of 120,000 options, each option entitling the holder to acquire one non flow through common share of the Corporation at an exercise price of $1.00 per share for a period of 24 months from the date of issuance.

The board of directors of the resulting issuer is comprised of Alexander Stares, Michael Stares, Wayne Reid, Nick Tsimidis and Denis Arsenault. Mr. Tsimidis and Mr. Arsenault served previously as directors of the Corporation. Petrus Mare will be President of the Corporation, Mr. Reid will serve as Vice President, Exploration, and Mr. Tsimidis will continue to act as Chief Financial Officer of the Corporation.

Upon completion of the Acquisition and the Private Placement, the Corporation has outstanding 18,503,536 common shares, warrants to acquire 357,143 common shares, and options to acquire 739,000 common shares pursuant to its incentive stock option plan. Of the common shares issued and outstanding, 5,150,000 will remain subject to the terms of the original Capital Pool Company escrow agreement of the Corporation 5,612,077 will be subject to a value escrow agreement, 2,892,923 will be subject to a surplus escrow agreement, and 3,711,083 will be subject to a four month hold period pursuant to the seed share resale restrictions policies of the Exchange.

The Qualifying Transaction remains subject to the final approval of the Exchange. The common shares of the Corporation are expected to resume trading on the Exchange under the symbol "END" after the Exchange issues its final bulletin in respect of the Qualifying Transaction.

This press release includes certain forward-looking statements within the meaning of Canadian securities laws that are based on expectations, estimates and projections as of the date of this press release. There can be no assurance that such statements will prove accurate, and actual results and developments are likely to differ, in some case materially, from those expressed or implied by the forward-looking statements contained in this press release. Readers of this press release are cautioned not to place undue reliance on any such forward-looking statements.

Forward-looking statements contained in this press release are based on a number of assumptions that may prove to be incorrect, including, but not limited to: timely implementation of anticipated drilling and exploration programs; the successful completion of new development projects, planned expansions or other projects within the timelines anticipated and at anticipated production levels; the accuracy of reserve and resource estimates, grades, mine life and cash cost estimates; whether mineral resources can be developed; title to mineral properties; financing requirements; general economic conditions; and changes in laws, rules and regulations applicable to the Corporation and NAUC. In addition to being subject to a number of assumptions, forward-looking statements in this press release involve known and unknown risks, uncertainties and other factors that may cause actual results and developments to be materially different from those expressed or implied by such forward-looking statements. The Corporation and NAUC have no intention or obligation to update the forward-looking statements contained in this press release.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the content of this news release. The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • For more information about the Corporation, please contact
    The Endurance Fund Corp.
    Jason Monaco
    (416) 742-5600
    or
    For more information about NAUC, please contact
    Steve Stares
    (807) 475-7474