Nano Capital Corp.
TSX VENTURE : NON.P

January 28, 2010 15:52 ET

Nano Capital Corp. Announces Qualifying Transaction

CALGARY, ALBERTA--(Marketwire - Jan. 28, 2010) - Nano Capital Corp. ("Nano") (TSX VENTURE:NON.P) is pleased to report that it has entered into a letter of intent with 1527805 Ontario Inc. ("1527805"), a private company controlled by Don Rickard (the "LOI"), dated September 18, 2009, wherein Nano will acquire the Abitibi Gold Project property consisting of five 21 year mining leases containing 85 claims consisting of 91 claims units located approximately 86 kilometres east northeast of the city of Timmins in the Larder Lake Mining Division, Ontario (the "Munro Property"). The proposed transaction will serve as Nano's qualifying transaction (the "Qualifying Transaction") for the purpose of the policies of the TSX Venture Exchange Inc. (the "Exchange"). The Qualifying Transaction is not a non arm's length transaction. Upon completion of the Qualifying Transaction, it is expected that Nano will be a Tier 2 mining issuer.

Pursuant to the terms of the LOI, Nano will acquire the Munro Property by issuing 3,000,000 common shares of its capital stock (the "Common Shares") to 1527805 at a deemed price per Common Share of $0.20 for an aggregate value of $600,000.

An Annual and Special Meeting of Shareholders of Nano (the "Meeting") has been scheduled for February 26, 2010 to consider, among other matters, approval of the proposed Qualifying Transaction.

PROPERTY HIGHLIGHTS

A technical report concerning the Munro Property, titled "Technical Report on the Abitibi Gold Project in Munro Township Larder Lake Mining Division, Ontario", dated December 21, 2009 (the "Technical Report"), has been prepared for 1527805 and for Nano by William MacRae MSc., P. Geo., in compliance with National Instrument 43-101, Standards of Disclosure for Mineral Project ("NI 43-101"). The Munro Property, covering 1,456 hectares, is accessible by good paved highway 101 passing near the south boundary of the Munro Property and gravel secondary road access the central area of the Munro Property.

The Munro Property has been explored since 1912 by trenching, shallow shaft sinking to 10 meters or less, ground geophysical surveys, geological mapping and diamond drilling of up to 87 holes. In 1994, Doug Lalonde et al. discovered visible gold on the C Zone which caught the attention of several companies that completed exploration work. The drilling was unable to locate mineralization similar to that discovered on surface but the host alteration zones of carbonization were intersected.

1527805 completed a high resolution VTEM with magnetic airborne survey over the Munro Property in late November, 2009. The data collection has been completed. The mag and EM data will assit greatly in the geological and structural interpretation of the Munro Property as well as defining areas as high priority targets.

The magnetic survey shows the extent of the ultramafic volcanic units that in the south host the Canadian Johns Manville asbestos mine and also the high iron tholeiitic package of rocks that lies on the north side of the Munro Property. The other geological feature that is reflected in the mag data is the late mafic (diabase) dikes that trend in a north/south to northeast/southwest direction.

The VTEM B-Field survey presents several conductive anomalies. The first is the serpentinized ultramafics (peridotite) that lies in the southern portion of the survey as well as a small unit within the high iron tholeiites to the north. Two anomalies of interest are circular anomalies the first of which is associated with the Munro – Croesus deposit and may represent residual scrap metal left behind in the mining process but a similar and larger circular anomaly lies on the east side of the C Zone mineralization. A strong linear anomaly that mirrors the highway in the southeast is probably an electrical power line.

There are ten identified gold zones within the area of the Munro Property. Following is a rief description of the mineralization found in each zone.

The A Zone is defined by two shallow shafts or pits in a grey/green aphanitic volcanic with talc/ankerite alteration containing coarse needles of arsenopyrite and disseminated pyrite. Bruneau Mining (1986) obtained a grab sample value of 7.1 g/t Au and Mr. Doug Lalonde (1994) obtained an assay from a grab sample of 41.1 g/t Au.

The B Zone sits at the contact with the peridotitic komatiites of the Munro Fault Zone to the south. The host rock contains serpentine-carbonate alteration with the best assay from a grab sample of 2.49 g/t Au.

The C Zone contains the most significant gold mineralization on the Munro Property. Inco Exploration Ltd. (1990) described the C Zone as being quartz vein/stockwork within a 5 to 15 m wide zone of bleaching in a brittle deformation zone, cutting pillowed basalts to andesites. The veining strikes northeast and dips to the east southeast at a shallow angle of from 15 degrees to 27 degrees. The alteration is strong carbonatization of basaltic flows in a northeast trending dilatant shear structure. In 1994, Messrs. Doug Lalonde and George Ross extended the Inco Exploration Ltd's stripping to the northeast and uncovered a second vein structure that contained visible gold associated with arsenopyrite. Gold values ranging from 0.7 g/t Au to 17,213 g/t Au (502.05 ounces) were obtained from 11 samples taken by K. Darke (1994). The D Zone is interpreted as the extension of the C Zone to the north northeast.

The D Zone is within a cross fault and exhibits talc/serpentine-actinolite-Magnetometernetite alteration of a high Mg holeiites. The best assay is from a grab sample assaying 1.03 g/t Au.

The E Zone is classed as a strike-slip type of mineralization in basaltic tholeiites and characterized by fissile and altered wallrock containing arsenopyrite rich boudins of quartz. A grab sample assayed 8.57 g/t Au (Mr. Doug Lalonde et al., 1998). The E Zone sits within a broader zone of albite alteration of basaltic tholeiites.

Work on the F Zone was first reported in 1935 by Young Munro Mines with a shaft sunk to 6.1 m and by 1952 deepened to 12.2 m. The shaft was testing carbonitized tholeiitic basalt flows that are cut by carbonate stringers and bluish-grey quartz. The F Zone is a dilatant shear associated zone trending east-west with pyrite-arsenopyrite mineralization with discontinuous quartz breccias, veins and pods. A value of 16.0 g/t Au was obtained in grab sample.

The G Zone is a strike-slip associated showing thus trending northwest-southeast with gold values associated with two narrow subvertical arsenopyrite rich quartz-carbonate veins. These veins dip to the northeast at 60 degrees to 70 degrees with bleached halos of carbonate and sericite. Drilling by Canamax Exploration (1986) returned a value of 6.26 g/t Au over 0.46 m and grab sample of 10.15 g/t Au. The G Zone is described as a narrow, steeply north plunging shoot which forms the locus for quartz-calcite-tourmaline and quartz-axinite veining which is enriched in arsenopyrite and gold.

The H Zone is approximately 220 m west of the zone A. The H Zone is defined by an intersection in drilling by Canamax Exploration (1986) of 0.7 g/t Au over 1.0 m in a chlorite-talc-calcite-ankerite alteration zone. A grab sample returned a value of 7.1 g/t Au otherwise the H Zone has very little information available.

The I Zone is another strike-slip associated zone and the most south-easterly reported mineralization and is at the north contact of the Munro Fault System. The I Zone is poorly documented but has a reported grab sample assaying 3.73 g/t Au.

The J Zone is the most north-westerly showing on the Property and was noted in Satterly's report in 1952. There are three old adits as well as a possible shaft of unknown age on this vein system. This zone was explored by Canadian Johns-Manville as the Adit Zone from 1949 to 1960. The J Zone is described as three sub-parallel quartz veins up to three m wide which pinch and swell over an exposed distance of 142 m. The veins strike at 83 degrees and dip 30 degrees to the south. The host for the J Zone is a pillowed mafic volcanic flows that are relatively unaltered on the east but get progressively more carbonitized and enriched in arsenopyrite going west. Tom Exploration Inc. reported a grab sample of 57.8 g/t Au on this showing. Satterly's mapping indicates that the quartz vein fills a dilatant structural zone.

Analytical and assay data related to mineralization on the property is taken at "face value" and no check sampling or additional assaying was completed due to the inaccessibility to the Munro Property and archived core at the time the Technical Report was written. The assay laboratories used for the historical exploration, the location of such laboratories, as well as their certification for assay results are not described in the Technical Report, as such information was not known by Mr. William MacRae, the author of the Technical Report. Mr. MacRae has not verified the exploration results and therefore such results should not be relied upon.

1527805 has not contracted any metallurgical or mineral processing studies with respect to mineralization existing on the Munro Property.

The Munro-Croesus Mine, described in the Technical Report, is three kilometres west southwest of the C Zone and produced 421,246 grams gold from 4,838 tons milled for a grade of 87.07 g/t Au from 1915 to 1936.

All the foregoing technical disclosure has been reviewed and compiled by William MacRae, MSc., P. Geo, who is a "Qualified Person" for the purpose of NI 43-101 which have not been independently verified by management of Nano. According to the author of the Technical Report, the mineralization at the Munro-Croesus Mine is not indicative of the mineralization on the Abitibi Gold Project.

PRIVATE PLACEMENT

Concurrent with and as a condition of the closing of the Qualifying Transaction, Nano expects to complete a non brokered private placement of a minimum of 1,875,000 Common Shares at a deemed price of $0.20 per Common Share for minimum gross proceeds of $375,000 (the "Minimum Offering"), and a maximum of 2,750,000 Common Shares at a deemed price of $0.20 per Common Share for maximum gross proceeds of $550,000 (the "Maximum Offering") (collectively, the "Private Placement").

The proceeds of the Private Placement will be used by Nano to complete the required exploration expenditures with respect to the Munro Property and for general administrative and working capital expenses. Nano will spend $200,000 on the Munro Property in case of the Minimum Offering and $440,000 in case of the Maximum Offering.

A finder's fee of a minimum of $37,500 and a maximum of $55,000 may be payable by Nano to an arm's length finder in connection with the Private Placement within the limits prescribed by the policies of the TSX Venture Exchange. Further details and associated finder's fee will be described in a future press release.

DIRECTORS AND INSIDERS

Upon completion of the Qualifying Transaction, it is anticipated that the board of directors will be composed of five new members. All current directors of Nano will resign from their positions upon completion of the Qualifying Transaction.

Subject to the approval of the Exchange, it is anticipated that 1,000,002 of the 1,233,336 escrowed shares of Nano owned by some of the current directors of Nano will be purchased by 9116-6801 Quebec Inc., a company controlled by Rodrigue Tremblay, one of the proposed directors at a price of $0.13 per share, for an aggregate amount of $130,000. It is also anticipated that the only insiders of Nano following completion of the Qualifying Transaction will be the five board members, the Chief Financial Officer and 1527805.

Upon completion of the Qualifying Transaction, the Minimum Offering and the purchase by 9116-6801 Quebec Inc., it is anticipated that the main shareholders will be 1527805 (37%) and 9116-6801 Quebec Inc. (12.33%).

The following is a brief summary of the proposed new directors and officers:

Jacques Frigon

Mr. Jacques Frigon completed a law degree from the Universite de Sherbrooke in 1973. He has been a practicing lawyer for more than 30 years. Mr. Frigon has been active in the mining field since 1992 and was a director of Greenshield Resources Inc. (Greenshield Explorations Limited), a mineral exploration company (NEX), Fieldex Exploration Inc.,a mineral exploration company (TSX-V), and is currently Chief Financial Officer and a director of Explor Resources Inc., a mineral exploration company (TSX-V). It is expected that following completion of the Qualifying Transaction Mr. Frigon will act as Chief Financial Officer of Nano.

Laurent Halle

Mr. Laurent Halle is a consulting geologist and Project Manager with Yorbeau Resources Inc., a company in the mining sector (TSX-V) since January 2009 and has served in the same capacity with Aurora Platinum Corporation, a mineral exploration and mining company (not listed), Lake Shore Gold Corporation, a mineral exploration company (TSX-V), Superior Diamonds Corporation (Northern Superior Resources Inc.), a mineral exploration company (TSX-V) and Fieldex Exploration Inc., a mineral exploration company (TSX-V). Mr. Halle acted as President for X Terra Exploration Inc., a mineral exploration company (TSX-V), in 2008.

Jean Roy

Mr. Jean Roy is an investor and businessman with a long standing interest in construction and for the mining industry in the Timmins mining camp. Mr. Roy is President of JCML Resources Inc., a private junior exploration company and President of Val-d'Or Royalties Inc., a holding company.

Rodrigue Tremblay

Rodrigue Tremblay has a bachelor degree in administration as well as a master's degree in management of corporations. He has been active in the business community for more than 30 years. Mr. Tremblay was a director of Exploration Aiguebelle Inc. (now IAMgold inc.), an international mining company (TSX, NYSE) and is Chief Financial Officer and a director of Lounor Exploration Inc. a mining exploration company (TSX-V). It is expected that following completion of the Qualifying Transaction Mr. Tremblay will act as President, Chief Executive Officer and Secretary of Nano.

Renaud Hinse

Renaud Hinse has been President and Chief Executive Officer of Abcourt Mines Inc., a mining company (TSX-V). He has worked extensively within the mining industry in Quebec for 50 years. He received his degree as a mining engineer at Laval University in Quebec City and a certificate in metallurgical sciences at the Royal Technical College in Glasgow, Scotland. Mr. Hinse has also raised more than $50 M for mining projects.

SPONSORSHIP OF QUALIFYING TRANSACTION

No sponsor has been retained in connection with the proposed Qualifying Transaction as Nano will make an application to the exchange for an exemption from sponsorship pursuant to section 3.4 of Exchange Policy 2.2, Sponsorship and Sponsorship requirements. There is no assurance that such an exemption from sponsorship will be granted.

TRADING SUSPENSION

On November 3, 2009, trading in Nano's Common Shares was suspended for failure to complete a Qualifying Transaction within the time prescribed by Exchange policies. Nano was required to complete a Qualifying Transaction, delist or transfer its listing to the NEX exchange prior to February 1, 2010. Nano has been granted an extension to complete its Qualifying Transaction or transfer listing of the Common Shares to the NEX exchange on or before March 12, 2010. As a condition of this extension, Nano has cancelled 999,997 Common Shares, constituting approximately 50% of the Common Shares held by non-arm's length parties to Nano, which shares were held in escrow under a Discount Seed Share Escrow Agreement dated February 19, 2007, among Nano, Computershare Trust Company of Canada and the holders of seed Common Shares. Nano Shareholders will be asked at the Meeting, to consider and, if thought appropriate, pass, a resolution of the disinterested shareholders to ratify the cancellation of 50% of the Common Shares originally issued to non-arm's length parties to Nano, by approval of the majority of the minority of the shareholders. At the Meeting, Nano's shareholders will also be asked to consider and, if thought appropriate, pass, a resolution of the disinterested shareholders to consider having the listing of the Common Shares transferred to the NEX exchange if the Qualifying Transaction cannot be completed.

Nano's Common Shares are not anticipated to resume trading until either Nano completes its Qualifying Transaction or the Common Shares are transferred to the NEX exchange.

CONDITIONS OF THE QUALIFYING TRANSACTION

Completion of the Qualifying Transaction is subject to a number of conditions including, but not limited to, Nano, closing of the Minimum Offering, Exchange acceptance and shareholder approval at the Meeting. The Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company 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 press release.

The 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.

Contact Information

  • Nano Capital Corp.
    Mr. Chris Gulka
    Secretary-Treasurer, Chief Financial Officer and Director
    (403) 262-2803
    or
    Nano Capital Corp.
    P.O. Box 1164, Stn. M
    Calgary, AB
    T2P 2K9