Nano Capital Corp.
TSX VENTURE : NON.P

February 26, 2010 12:47 ET

Nano Capital Corp.: Modifications to the Terms and Conditions of the Private Placement Previously Announced on January 28, 2010

CALGARY, ALBERTA--(Marketwire - Feb. 26, 2010) - Nano Capital Corp. ("Nano") (TSX VENTURE:NON.P) hereby announces modifications to the terms and conditions of the proposed non-brokered private placement (the "Private Placement") previously announced in its press release dated January 28, 2010. As originally announced, the Private Placement was for a minimum of 1,875,000 common shares in the capital of Nano (each a "Common Share" and collectively the "Common Shares") and a maximum of 2,750,000 Common Shares at a deemed price of $0.20 per Common Share for minimum gross proceeds of $375,000 and maximum gross proceeds of $550,000. The Private Placement has now been modified such that its consists of a minimum of 1,875,000 Units of Nano (each a "Unit" and collectively the "Units") issuable at a price of $0.20 per Unit for minimum gross proceeds of $375,000 (the "Minimum Offering") and a maximum of 2,500,000 Units issuable at a price of $0.20 per Unit for maximum gross proceeds of $500,000 (the "Maximum Offering"). Each Unit is comprised of one Common Share (issued on a flow-through or a non flow-through basis) and one-half of one common share purchase warrant (each a "Warrant" and collectively the "Warrants"), each Warrant entitling the holder thereof to subscribe for one Common Share (issued on a non flow-through basis) at a price of $0.26 per Common Share for a period of 24 months following closing of the Private Placement.

Among the subscribers pursuant to the Private Placement will be MineralFields 2010-II Super Flow-Through LP and MineralFields 2010 Super Flow-Through LP (collectively referred to as "MineralFields"), that have announced their intention to subscribe for an aggregate number of 1,000,000 Units at a price of $0.20 per Unit for gross proceeds of $200,000 (the Private Placement made to MineralFields being referred to as the "MineralFields Offering"). The Common Shares comprised in the Units pursuant to the MineralFields Offering will be issued on a flow-through basis. The portfolio manager for MineralFields will be Pathway Investment Counsel Inc. The principal individual portfolio manager for Pathway Investment Counsel in connection with the MineralFields Offering will be Mr. William Koenig. Mr. Koenig will be directly involved in providing investment advice and managing the investment portfolio of the funds that intend to invest in Nano. Complete information about Pathway Investment Counsel Inc. can be found in the Pathway Multi Series Fund Inc.'s annual information form dated December 4, 2009, available on SEDAR.

Limited Market Dealer Inc. (the "Finder") which is at arm's length to Nano, acted as a finder in connection with the MineralFields Offering and will receive non-transferable finder's fee warrants (each a "Finder's Warrant" and collectively the "Finder's Warrants") corresponding to 10% of the Units to be issued pursuant to the MineralFields Offering, namely 100,000 Finder's Warrants. Each Finder's Warrant will entitle the Finder to subscribe for one non flow-through Unit at a price of $0.20 per Unit for a period of 24 months following the closing of the MineralFields Offering. The Finder will also receive a cash finder's fee of 5% of the proceeds raised pursuant to the MineralFields Offering, for an amount of $10,000.

The closing of the Private Placement, including the MineralFields Offering, is subject to the approval of the TSX Venture Exchange (the "Exchange").

AMENDMENTS TO THE MANAGEMENT INFORMATION CIRCULAR

A management information circular, dated January 29, 2010 (the "Circular"), with respect to the annual and special meeting of shareholders of Nano to be held on February 26, 2010 has been filed on SEDAR on February 1st, 2010. The modifications to the terms and conditions of the Private Placement will modify some of the information contained in the Circular as follows:

The outstanding share capital of the resulting issuer after giving effect to Nano's qualifying transaction (the "Qualifying Transaction") and the Maximum Offering on a non-diluted basis will be composed of 8,733,336 Common Shares (instead of 8,983,336 Common Shares).

The outstanding share capital of the resulting issuer after giving effect to the Qualifying Transaction and the Minimum Offering on a fully diluted basis will be composed of 9,619,169 Common Shares (instead of 8,531,669 Common Shares) and the outstanding share capital of the resulting issuer after giving effect to the Qualifying Transaction and the Maximum Offering on a fully diluted basis will be composed of 10,556,669 Common Shares (instead of 9,406,669 Common Shares)

The percentages of Common Shares held by principal securityholders of the resulting issuer after giving effect to the Qualifying Transaction and the Minimum Offering will be the following:

  1. on a non-diluted basis: 1527805 Ontario Inc. will hold 37%, 9116-6801 Québec Inc. will hold 12.33%, and MineralFields will also hold 12.33% of the outstanding Common Shares; and
  1. on a fully diluted basis: 1527805 Ontario Inc. will hold 31.19%, 9116-6801 Québec Inc. will hold 10.40%, and MineralFields will also hold 10.40% of the outstanding Common Shares.

Pursuant to the Private Placement, Mr. Jacques Frigon, who is expected to be a director and the Chief Financial Officer of the resulting issuer following the Qualifying Transaction, will subscribe for 50,000 Units, for an amount of $10,000, corresponding to 2.67% of the value of the gross proceeds from the Minimum Offering. Mr. Laurent Hallé, who is expected to be a director of the resulting issuer following the Qualifying Transaction, will also subscribe for 25,000 Units, for an amount of $5,000, corresponding to 1.33% of the value of the gross proceeds from the Minimum Offering.

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.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. 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 Circular or filing statement 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 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 Exchange nor its Regulation Services Provider (as that term is defined in the policies of the 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