SOURCE: NMC Resource Corporation

NMC Resource Corporation

February 06, 2015 20:21 ET

NMC Resource Corporation (TSX VENTURE: NRC) Shareholders Approve Going-Private Transaction

VANCOUVER, BC--(Marketwired - February 06, 2015) - NMC Resource Corporation (TSX VENTURE: NRC) ("NMC" or the "Company") is pleased to announce that it has received shareholder approval for its previously announced going-private transaction pursuant to the terms of an arrangement agreement between NMC and Dong Won Corporation (the "Purchaser") dated December 8, 2014 (the "Arrangement Agreement"). Pursuant to the Arrangement Agreement, the Purchaser, a significant shareholder of the Company, will acquire all of the issued and outstanding common shares of the Company ("Common Shares") that the Purchaser and KTB 2007 Private Equity Fund do not already own for a cash consideration of $0.20 per Common Share by way of a plan of arrangement (the "Arrangement"). Pursuant to the Arrangement, all of the outstanding options of the Company will be surrendered and cancelled.

Approval of the Arrangement was given at a special meeting of the Company's shareholders held on February 6, 2015 (the "Meeting"). At the Meeting, (i) approximately 99.90% of the votes cast by the holders of Common Shares, and (ii) approximately 99.36% of the votes cast by holders of Common Shares excluding the Purchaser and KTB together with any interested party, any related party of an interested party and any joint actor of the foregoing were voted in favour of the Arrangement. The completion of the Arrangement is subject to the final approval of the Supreme Court of British Columbia and the satisfaction of certain other closing conditions customary in a transaction of this nature. The Company is currently scheduled to return to court on February 11, 2015 to seek a final order to implement the Arrangement. Assuming that these conditions are satisfied, it is expected that the effective date of the Arrangement will occur on or about February 12, 2015.

Further information regarding the Meeting and the proposed Arrangement are contained in the Company's management information circular for the Meeting dated January 6, 2015, which is available under the Company's profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.

On behalf of the board of

NMC RESOURCE CORPORATION

Per: "Do Hyung Kim"
Do Hyung Kim; President, Chief Executive Officer and Director

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking information or forward-looking statements (collectively referred to as "forward-looking statements"), including statements that use forward-looking terminology such as "may; "will; "expect; "anticipate; "believe", "continue; "potential; or the negative thereof or other variations thereof or comparable terminology. Such forward-looking statements include, without limitation, statements regarding the completion of the Arrangement and going private transaction and other statements that are not historical facts. While such forward-looking statements are expressed by NMC, as stated in this release, in good faith and believed by NMC to have a reasonable basis, they are subject to important risks and uncertainties including, without limitation, TSX Venture Exchange and the Supreme Court of British Columbia approvals, the satisfaction or waiver of the conditions set out in the Arrangement Agreement, and changes in applicable laws or regulations, which could cause actual results to differ materially from future results expressed, projected or implied by the forward-looking statements. As a result of these risks and uncertainties, the Arrangement could be modified, restructured or not be completed, and the results or events predicted in these forward-looking statements may differ materially from actual results or events. These forward-looking statements are not guarantees of future performance, given that they involve risks and uncertainties. NMC is not affirming or adopting any statements made by any other person in respect of the Arrangement and expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities law. Investors should not assume that any lack of update to a previously issued forward-looking statement constitutes a reaffirmation of that statement. Reliance on forward-looking statements is at investors' own risk.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Suite 1100 - 1111 Melville Street
    Vancouver, BC Canada V6E 3V6
    Tel: (604) 643-1730
    Toll Free: (888) 617-5333
    www.nmcresource.com