SOURCE: Next Graphite, Inc.

March 05, 2014 08:15 ET

Next Graphite Completes Going-Public Transaction for African Mine Assets

Achieves U.S. Public Listing for 125,000 Acre Property and Historically Productive Graphite Mine in Namibia

NEW YORK, NY and WINDHOEK, NAMIBIA--(Marketwired - Mar 5, 2014) - Next Graphite, Inc. (OTCQB: GPNE) (and the "Company") which holds an exclusive option to purchase 90% ownership of a mining license over 125,000 acres of previously producing graphite properties in the Republic of Namibia, southwest Africa, has completed its going-public transaction. In simultaneous and subsequent financings the Company sold common stock in private placements to certain investors valuing the company at USD$50,000,000.

Next Graphite is a development stage company targeting the growing global graphite production industry. Graphite demand is being driven by the development of new markets for clean and efficient energy alternatives, smart grid infrastructure and military capabilities. With Next Graphite's projected African mining and processing costs competitive with Chinese levels, the graphite production industry in Namibia holds compelling potential economics as well. Following the exercise of its exclusive option, the completion of GPNE's planned mine development activities is expected to result in a multi-million dollar inward investment into Namibia. 

On November 14, 2013, the Company entered into a Stock Purchase Option Agreement (the "Option Agreement") with NMC Corp., a corporation organized under the laws of the Province of Ontario, Canada ("NMC"), whereby NMC granted to the Company an option to purchase ordinary shares of equity capital of Gazania Investments Two Hundred and Forty Two (Proprietary) Limited, a corporation organized under the laws of the Republic of Namibia ("GIT"), representing 90% of all issued and outstanding shares of GIT. NMC will cause GIT to be re-issued the Exploration Prospecting License 3895 issued by the Namibia Ministry of Mines and Energy (the "Ministry") so the Company through its eventual subsidiary can engage in graphite production for the area known as Aukum in the southern Karas Region. The Aukum Graphite Mine has been producing from 1940 to 1974 according to Ministry records, and is Namibia's only proven miner of the industrial mineral.

Simultaneous with the above transactions, the Company issued shares of Common Stock to NMC representing approximately 25% ownership in connection with the option grant closing under the Option Agreement. Such Common Stock was issued in accordance with an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), under Section 4(2) of the Securities Act by virtue of compliance with the provisions of Regulation S under the Securities Act.

In connection with the issuance of the 25% block of shares of Common Stock, NMC entered into a Stock Escrow Agreement and a Lock-Up Agreement with the Company. Pursuant to the Stock Escrow Agreement, NMC delivered to the escrow agent the shares of Common Stock issued to it to be held by the escrow agent pending the closing of the option exercise to purchase shares of GIT by the Company under the Option Agreement, projected to occur within 2014. For full details see the Form 8-K filed at www.sec.gov.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

This press release contains forward-looking statements made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward looking statements are based upon the current plans, estimates and projections of Resource Acquisition's management and are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements.

Such statements include, among others, those concerning market and industry segment growth and demand and acceptance of new and existing products; any projections of sales, earnings, revenue, margins or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements regarding future economic conditions or performance; uncertainties related to conducting business in Africa, as well as all assumptions, expectations, predictions, intentions or beliefs about future events.

Therefore, you should not place undue reliance on these forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements:

Among others, could cause actual results to differ from those set forth in the forward-looking statements: business conditions in Africa, general economic conditions; geopolitical events and regulatory changes, availability of capital, the Company's ability to maintain its competitive position and dependence on key management.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. 

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