CR Capital Corp.
TSX VENTURE : CIT.H

January 28, 2016 08:00 ET

CR Capital Corp. Signs Non-Binding Letter of Intent

TORONTO, ONTARIO--(Marketwired - Jan. 28, 2016) - CR Capital Corp. (TSX VENTURE:CIT.H) (the "Company" or "CR") is pleased to announce that it has entered into a non-binding letter of intent (the "LOI") with DNI Metals Inc. (CSE:DNI) ("DNI") pursuant to which DNI has agreed to acquire all of the issued and outstanding common shares of the Company ("CR Shares") in exchange ratio of two (2) DNI shares for each one (1) CR share for an aggregate of 16,654,674 common shares ("DNI Shares") of DNI (the "Transaction"). As at the date hereof there are 8,327,337 CR Shares issued and outstanding. Pursuant to the terms of the LOI, the parties have until March 31, 2016 to complete their respective due diligence reviews and enter into a definitive agreement (the "Definitive Agreement").

Particulars of the Transaction

Under the terms of the Transaction, the holders of the Company will be entitled to receive, pro rata, an aggregate of 16,654,674 DNI Shares (subject to reduction for any CR Shares held by validly dissenting shareholders of the Company, if any) in exchange for all of the issued and outstanding CR Shares. Following the completion of the Transaction, the former shareholders of the Company are expected to hold approximately 23.8% of the issued and outstanding DNI Shares in the pro forma company. The Transaction will require the approval of at least 66 2/3 percent of the votes cast by shareholders of the Company, and the Company shall file a notice of meeting in respect of a special meeting concerning the Transaction once the shareholder meeting date has been determined.

Information Concerning DNI

DNI, a Canadian Securities Exchange listed issuer, is focused on becoming a cash-flow positive graphite company, with vertical integration of mining components at the core, including the proposed acquisition of a fully operating commercial mining-related laboratory. DNI also has a whole sale graphite business shipping material from high-quality producers in Brazil to North America. DNI is developing its flagship Vohitsara project in Madagascar, which has a full mining permit and further development and drilling expected to commence in 2016. Vohitsara is located approximately 50 kilometres by paved road from the principal commercial port of Madagascar at Toamasina, with the main mineralization less than two kilometres from this highway.

Further Information

The Company will continue to provide additional details in further press releases in respect of the Transaction. A comprehensive news release will be issued when the parties enter into the Definitive Agreement, after which time the Company intends to file a management information circular ("Circular") to be prepared in respect of the Transaction. Investors are cautioned that, except as disclosed in the disclosure document 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 the Company should be considered highly speculative.

If and when a Definitive Agreement is executed, the Company will issue a subsequent news release in accordance with the policies of the NEX Board ("NEX") of the TSX Venture Exchange ("TSX-V") containing the details of the Definitive Agreement and additional terms of the Transaction including information relating to DNI, and to the extent not contained in this news release, history of DNI and the proposed directors, officers, and insiders of DNI upon completion of the Transaction.

Neither the NEX nor the TSX-V has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release. Assuming the Transaction proceeds as contemplated, a copy of the Definitive Agreement and Circular will be filed and available on the Company's issuer profile available at www.sedar.com.

About CR Capital Corp.

The Company is in the process of divesting of its resources assets and will reposition the company to optimize the value for shareholders.

Caution Regarding Forward-Looking Information

This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the anticipated benefits of the Transaction to the Company and shareholders of the Company; the pro forma shareholdings of the Company's shareholders in DNI; execution of the Definitive Agreement, the timing and receipt of the required shareholder, stock exchange and regulatory approvals for the Transaction; the anticipated timing for mailing the management information circular to the shareholders of the Company in respect of the Transaction; the closing of the Transaction; the length of the current market cycle and requirements for an issuer to survive in the current market cycle; future growth potential of DNI and its business; and future mine development plans.

These forward-looking statements are based on reasonable assumptions and estimates of management of the Company at the time such statements were made. Actual future results may differ materially as forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors, among other things, include: satisfaction or waiver of all applicable conditions to closing of the Transaction (including receipt of all necessary shareholder, stock exchange and regulatory approvals or consents, and the absence of material changes with respect to the parties and their respective businesses); the synergies expected from the Transaction not being realized; business integration risks; fluctuations in general macroeconomic conditions; fluctuations in securities markets and the market price of the DNI Shares and the Company Shares; fluctuations in spot and forward prices of graphite or certain other commodities; fluctuations in currency markets (such as the Canadian dollar to United States dollar exchange rate); change in national and local government, legislation, taxation, controls, regulations and political or economic developments; risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected formations pressures, cave-ins and flooding); inability to obtain adequate insurance to cover risks and hazards; the presence of laws and regulations that may impose restrictions on mining; employee relations; relationships with and claims by local communities and indigenous populations; availability of increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration and development (including the risks of obtaining necessary licenses, permits and approvals from government authorities); and title to properties. In addition, the failure of a party to comply with the terms of the Definitive Agreement (assuming the Definitive Agreement is entered into) may result in that party being required to pay a noncompletion or other fee to the other party, the result of which could have a material adverse effect on the paying party's financial position and results of operations and its ability to fund growth prospects and current operations. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended.

Readers should not place undue reliance on the forwardlooking statements and information contained in this news release. Except as required by law, the Company assumes no obligation to update the forwardlooking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved of the information contained herein.

Contact Information

  • CR Capital Corp.
    Mr. Brian Howlett
    President and CEO
    416-849-7773
    Cellphone: 647-227-3035
    bhowlett@sympatico.ca