NiMin Energy Corp.

NiMin Energy Corp.

July 23, 2009 16:50 ET

NiMin Capital Corp. Announces Merger Agreement and Minimum $10 Million and Maximum $35 Million Best Efforts Financing in Connection With Qualifying Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwire - July 23, 2009) -


NiMin Capital Corp. (TSX VENTURE:NNI.P) ("NiMin" or the "Corporation") is pleased to announce that it has entered into a merger agreement with Legacy Energy, Inc. ("Legacy") and NiMin Merger Co., a wholly-owned subsidiary of the Corporation, on July 17, 2009, with respect to the Corporation's acquisition (the "Acquisition") of all of the issued and outstanding common stock of Legacy, which is intended to constitute the Corporation's qualifying transaction (the "Qualifying Transaction"), as such term is defined in the policies (the "TSXV Policies") of the TSX Venture Exchange (the "Exchange"). Further information relating to the Acquisition and the Qualifying Transaction is available in the Corporation's press release dated May 27, 2009 and the preliminary prospectus with respect to the Offering (as hereinafter defined), which are posted under the Corporation's SEDAR profile at

The Corporation is also pleased to announce that in connection with the Qualifying Transaction, it has filed a preliminary prospectus for the offering of units of the Corporation ("Units") for minimum aggregate gross proceeds of $10,000,000 and maximum aggregate gross proceeds of $35,000,000 (the "Offering"). The Offering is being led by Canaccord Capital Corporation ("Canaccord") as lead agent to a syndicate of agents consisting of GMP Securities L.P. and CK Cooper & Company (the "Agents"), on a "best efforts" basis. The number of Units to be offered and the price per Unit (the "Offering Price") have not yet been determined. The Units are to be offered in the Provinces of Alberta, British Columbia, Ontario and Nova Scotia and may also be offered for sale in other eligible foreign jurisdictions on a private placement basis.

Each Unit will consist of one (1) common share in the capital of the Corporation (a "Common Share") and one (1) Common Share purchase warrant (a "Warrant"), with each one (1) whole Warrant entitling the holder thereof to purchase one (1) Common Share at a price and for a period to be negotiated by the Corporation, Legacy and the Agents and which is anticipated to be subject to certain acceleration provisions. The Common Shares and Warrants issued in connection with the Offering will be issued after giving effect to the Consolidation (as hereinafter defined).

Canaccord will receive a work fee on the date of closing of the Offering (the "Closing Date") of 1.00% of the aggregate gross proceeds raised from the Offering. In addition, the Corporation shall pay to the Agents on the Closing Date, a cash fee of 6.00% of the aggregate gross proceeds raised from the Offering (the "Commission"). At the request of Canaccord, the Corporation will pay up to $600,000 of the Commission payable, through the issuance of Units at the Offering Price. In addition, a sub-agent of the Agents (the "Sub-agent") is entitled to receive a fee of 4.5% on up to a maximum aggregate amount of $10,000,000 of Units sold at the Offering Price by the Sub-agent (the "Sub-agent Units"), which fee shall be payable in Units issued to the Sub-agent at the Offering Price. The Agents shall not be entitled to receive the Commission in respect of such Sub-agent Units, but shall be entitled to receive a cash fee equal to 1.5% of the aggregate gross proceeds of such Sub-agent Units.

The closing of the Offering will be conditional upon the completion of the Acquisition. The net proceeds of the Offering will be used by the combined entity upon completion of the Qualifying Transaction (the "Resulting Issuer"), to pay costs associated with the Offering and the Qualifying Transaction, to finance the business of the Resulting Issuer and for working capital and other corporate purposes.

In conjunction with the Qualifying Transaction, the Corporation held a special meeting (the "Meeting") of its shareholders on July 16, 2009, and approved: (i) the consolidation (the "Consolidation") of the common shares of the Corporation ("Preconsolidated Shares") on the basis of one new Common Share for each three Preconsolidated Shares; (ii) the change of its name to "NiMin Energy Corp."; (iii) an increase in the number of directors and the election of Richard Graham as a director of the Corporation; and (iv) a stock option plan compliant with the policies of the Toronto Stock Exchange.

The Corporation is a Capital Pool Company as defined by the TSXV Policies, that completed its initial public offering on November 7, 2007, pursuant to which it issued 1,200,000 Preconsolidated Shares at a per-share price of $0.25, for aggregate gross proceeds of $300,000. The Preconsolidated Shares began trading on the Exchange effective November 13, 2007, under the symbol "NNI.P" and were halted from trading as required by the Exchange, on May 26, 2009, in connection with the Qualifying Transaction. The Corporation has applied to list the Common Shares on the Toronto Stock Exchange.

Cautionary Statements

This news release contains "forward-looking statements" within the meaning of applicable securities laws relating to the proposal to complete the Offering, the Acquisition and associated transactions, including statements regarding the terms and conditions of the Offering, the Acquisition and associated transactions, the listing of the Common Shares on the TSX and the use of proceeds of the Offering. Readers are cautioned to not place undue reliance on forward-looking statements. Forward-looking statements are based on certain key assumptions made by the Corporation, including assumptions regarding the ultimate terms of the proposed Offering, the satisfaction of conditions to the completion of the Offering and the Acquisition and the receipt of all regulatory and stock exchange approvals. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Acquisition and associated transactions, that the ultimate terms of the associated transactions will differ from those that currently are contemplated, and that the Acquisition and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The forward-looking statements in this press release are made as of the date of this release and the Corporation undertakes no obligation to update publicly or revise any forward-looking statements whether as a result of new information or otherwise, except as required by applicable securities laws. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Corporation, Legacy or their respective financial or operating results or (as applicable) their securities.

Completion of the Acquisition is subject to a number of conditions, including but not limited to, Exchange acceptance. As the Acquisition is an arm's-length transaction, shareholder approval will not be required. There can be no assurance that the Acquisition will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the preliminary prospectus prepared in connection with the Acquisition, 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 Acquisition and has neither approved nor disapproved the contents of this press release.

Not for distribution to U.S. Newswire Services or for dissemination in the United States of America. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.

This press release does not constitute and the subject matter hereof is not, an offer for sale or a solicitation of an offer to buy, in the United States or to any "U.S Person," as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "1933 Act") of any equity or other securities of the Corporation. The securities of the Corporation to be issued in connection with the Offering have not been registered under the 1933 Act and may not be offered or sold in the United States (or to a U.S. person) absent registration under the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act.

Contact Information

  • NiMin Capital Corp.
    Narinder Nagra
    (604) 689-1428
    (604) 681-4692 (FAX)
    Legacy Energy, Inc.
    Clancy Cottman III
    Chief Executive Officer
    (805) 566-2900
    Legacy Energy, Inc.
    Jon Wimbish
    Chief Financial Officer
    (805) 566-2900