Nano Capital Corp.

March 01, 2010 11:07 ET

Nano Capital Corp. Announces Shareholder Approval of Qualifying Transaction

CALGARY, ALBERTA--(Marketwire - March 1, 2010) - Nano Capital Corp. ("Nano" or the "Corporation") (TSX VENTURE:NON.P) is pleased to announce that the Qualifying Transaction presented to shareholders at the annual and special meeting held February 26, was approved by "Majority of the Minority Approval" as required by Policy 2.4 of the TSX Venture Exchange Inc. (the "Exchange") Corporate Finance Manual. The terms of the Qualifying Transaction between Nano and 1527805 Ontario Inc. was fully disclosed in Nano's management proxy circular dated January 29, 2010 (the "Information Circular") which is available for viewing at

Along with approving the Qualifying Transaction, Nano shareholders also approved, subject to completion of the Qualifying Transaction, the election of a new board of directors and the appointment of new auditors for the ensuing year. Shareholders also approved, by Majority of the Minority Approval, the ratification of the cancellation of 50% of the common shares originally issued to Non-Arm's Length Parties to the Corporation and a transfer of the Corporation's listing to NEX in the event the Qualifying Transaction is not completed in accordance with Exchange requirements. Other matters approved include amendment of the articles of Nano to change the name of the Corporation to Z-Gold Exploration Inc. and add a provision allowing shareholder meetings at any place in Canada, and a new stock option plan. As a result of the approvals, the board of directors and officers of the Resulting Issuer will consist of:

Rodrigue Tremblay - President, Chief Executive Officer, Secretary and a director
Jacques Frigon - Chief Financial Officer and a director
Laurent Halle - director
Jean Roy - director
Renaud Hinse - director

A detailed description of the backgrounds and share ownership of these directors and officers is contained in the Information Circular.

On November 3, 2009, trading in the Corporation'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 was granted a further extension to complete its Qualifying Transaction or transfer its listing to the NEX exchange on or before March 12, 2010. Trading in the shares of the Corporation will remain suspended until such time as the Exchange has received satisfactory final documentation and a Final Exchange Bulletin is issued in respect of the Qualifying Transaction.

Final approval for the Qualifying Transaction is expected from the Exchange upon submission of all final documentation by Nano to the Exchange. The Resulting Issuer's name will be Z-Gold Exploration Inc.

Completion of the transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange final acceptance of the Qualifying Transaction.

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.
    Chris Gulka
    Chief Financial Officer
    (403) 262-2803