Clermont Capital Inc.

TSX VENTURE : XYZ.P


February 21, 2013 08:00 ET

Clermont Capital Announces Additional Financing For Its Qualifying Transaction and Special Meeting Date

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 21, 2013) -

Not for Distribution to United States Newswire Services or for Dissemination in the United States.

Clermont Capital Inc. (TSX VENTURE:XYZ.P) ("Clermont") is pleased to announce that further to its news release dated January 3, 2013 regarding its acquisition (the "Acquisition") of NexGen Energy Ltd. ("NexGen"), the Clermont special meeting of shareholders (the "Special Meeting") will be held on March 14, 2013, at which time the Clermont shareholders will be asked to approve a consolidation of Clermont's common shares on a 2.35 for one basis and a corporate name change to "NexGen Energy Ltd." or such other name as NexGen, Clermont and the appropriate regulatory authority may approve. Shareholders will also be asked to approve an increase to the number of directors from four to seven, and the election of 3 NexGen nominees to fill the resulting vacancies. An information circular for the Special Meeting has been mailed to shareholders and filed on SEDAR. The amalgamation will constitute Clermont's qualifying transaction for the purposes of TSXV policy 2.4.

In connection with the Acquisition, NexGen has engaged Secutor Capital Management Corporation and Marquest Capital Markets to complete an additional brokered private placement (the "Financing") consisting of "flow-through shares" of NexGen at a price of $0.425 per flow-through share, and units ("Units") at a price of $0.40 per Unit. Each Unit consists of one NexGen common share and one-half of one common share purchase warrant of NexGen entitling the holder thereof to purchase a NexGen common share at a price of $0.60 per NexGen common share for a period of two years following closing of the Financing. The Financing is in addition to the two prior financings conducted by NexGen in December 2012, pursuant to which NexGen raised approximately $3,085,000 in both flow through shares and subscription receipts, which shall automatically convert into non-flow through units, upon completion of the Acquisition.

NexGen Energy owns a portfolio of prospective uranium exploration assets in the Athabasca Basin in Saskatchewan including Rook 1, which lies immediately adjacent to the northeast of Alpha Minerals' and joint venture partner Fission Energy's Patterson Lake project. Alpha Minerals announced on Tuesday February 19th, 2013, that it had encountered 57.5m of high-grade uranium in hole PLS 13-038 located 385 meters east of the original discovery area. Interpretation of north east trending EM conductors on Rook 1 suggest that the same mineralized structures run northeast and onto NexGen's Rook 1 project. However, this may not be indicative of mineralization on Rook 1. Please see figure 1.

Clermont has received notice from the TSX Venture Exchange (the "Exchange") that the Technical Report on the Radio Property, S-113997, Saskatchewan, Canada, by J.A. McNutt, P.Geo., effective date September 25, 2012 has met Tier 2 ILR Requirements and is in compliance with National Instrument 43-101 Standards For Disclosure for Minerals Projects. The Radio Property is Clermont's qualifying property for purposes of the qualifying transaction.

To view Figure 1, please visit the following link: http://media3.marketwire.com/docs/Clermont-F1.pdf.

Completion of the Acquisition is still subject to a number of conditions, including completion of the share consolidation, Exchange acceptance and approval of NexGen shareholders. The Acquisition cannot be completed until the required regulatory and shareholder approvals are obtained. 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 information circular of Clermont prepared in connection with the Special Meeting, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of Clermont 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 news release.

The trading of the Clermont common shares will remain halted pending further filings with the Exchange.

About NexGen

NexGen is a private British Columbia corporation established by Tigers Realm Group, an Australian-based, privately-owned resources group, as a special purpose Canadian uranium exploration company. It has an option to earn an initial 70% interest in the Radio Project in the Athabasca Basin, Saskatchewan, Canada, and the option to subsequently acquire the remaining 30%, in exchange for a combination of cash and common shares of NexGen. On December 18, 2012 NexGen acquired the uranium exploration projects of Mega Uranium Ltd. in the Athabasca Basin, Saskatchewan and Thelon Basin, Nunavut, Canada. Senior Management includes Leigh Curyer, CEO, and Andrew Browne, Vice President - Exploration and Development.

Forward-Looking Information

This news release includes forward-looking statements that are subject to assumptions, risks and uncertainties. All statements in this news release which are not historical are forward-looking statements. Examples of such statements in this news release include, but are not limited to, statements with respect to the completion of the Consolidation or the Acquisition, and the receipt of regulatory and shareholder approvals. Although Clermont believes that any forward-looking statements in this news release are reasonable, there can be no assurance that any such forward-looking statements will prove to be accurate. Clermont cautions readers that all forward-looking statements are based on assumptions, none of which can be assured, and are subject to certain risks and uncertainties that could cause actual events or results to differ materially from those indicated in the forward-looking statements. Readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance on forward-looking statements.

The forwardlooking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update or revise any forwardlooking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws or the Exchange. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.

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. Neither 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

  • Clermont Capital Inc.
    Arlen Hansen
    President and CEO
    (604) 684-6730
    (604) 684-6740 (FAX)