SOURCE: NMC Resource Corporation

NMC Resource Corporation

November 25, 2014 09:45 ET

NMC Resource (TSX Venture: NRC) Signs Letter of Intent to Go Private at $0.20 per Share

VANCOUVER, BC--(Marketwired - November 25, 2014) - Further to the news release dated November 4, 2014, NMC Resource Corporation ("NMC Resource" or the "Company") today announced that it has signed a letter of intent (the "LOI") with Dong Won Corporation ("Dong Won"), for a going private transaction. 

Under the terms of the LOI, Dong Won, the majority shareholder of the Company is to acquire all of the issued and outstanding common shares of the Company, other than shares held by Dong Won and KTB 2007 Private Equity Fund ("KTB") at a price of $0.20 per outstanding common share. The LOI contemplates that the transaction be completed by way of a plan of arrangement under the Business Corporations Act (British Columbia) which would require shareholder approval and the approval of the Supreme Court of British Columbia. 

The terms of the LOI was considered by Bruce Durham, as an independent committee of the board of directors. The committee engaged independent legal counsel and also engaged Evans & Evans Inc. (the "Advisor") to prepare a valuation of all of the issued and outstanding shares of the Company and to consider the fairness of the offer from Dong Won, from a financial point of view, to the shareholders of the Company other than Dong Won and KTB. The Advisor was of the opinion that the shares of the Company have a value in the range of $0.17 to $0.19 per share. The committee, based on the valuation and related fairness opinion, recommended to the board of directors that the Company enter into the LOI, negotiate a formal arrangement agreement with Dong Won and recommend to the shareholders to vote in favor of completing the arrangement at a duly called shareholders' meeting.

The Company will now proceed with negotiating a formal arrangement agreement.

The completion of the arrangement is subject to a number of conditions including TSX Venture Exchange acceptance, completion of the final agreement, approval of the arrangement by special resolution of the shareholders, approval by the "majority of the minority" of the shareholders and other applicable court and regulatory approvals.

About NMC Resource Corporation
NMC Resource Corporation (TSX VENTURE: NRC) is a mining company with two molybdenum assets: NMC Moland in South Korea and Boss Mountain Mine ("Boss Mountain") in British Columbia, Canada. NMC Moland started commercial production in April 2010 and has been in production with improved production profile every year. Boss Mountain is a past molybdenum producer. The Company has an option agreement on Boss Mountain with Glencore Canada Corporation to earn 100% interest by spending 3 million Canadian dollars among other requirements. 

On behalf of the board of

NMC RESOURCE CORPORATION

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

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE.

Forward-Looking Statements: This news release includes certain forward-looking information and forward-looking statements (collectively "Forward-Looking Statements") concerning the future performance of the Company's business, operations and financial performance and condition, as well as management's objectives, strategies, beliefs and intentions. Specifically, this news release includes Forward-Looking Statements regarding that Dong Won, the majority shareholder of the Company is to acquire all of the issued and outstanding common shares of the Company, other than shares held by Dong Won and KTB 2007 Private Equity Fund ("KTB") at a price of $0.20 per outstanding common share, that The LOI contemplates that the transaction be completed by way of a plan of arrangement under the Business Corporations Act (British Columbia) which would require shareholder approval and the approval of the Supreme Court of British Columbia, that The Company will now proceed with negotiating a formal arrangement agreement, and that The completion of the arrangement is subject to a number of conditions including TSX Venture Exchange acceptance, completion of the final agreement, approval of the arrangement by special resolution of the shareholders, approval by the "majority of the minority" of the shareholders and other applicable court and regulatory approvals. Forward-Looking Statements are frequently identified by such words as "may", "will", "plan", "expect", "anticipate", "estimate", "intend" and similar words referring to future events and results. Forward-Looking Statements are based on the current opinions and expectations of management. All Forward-Looking Statements are inherently uncertain and subject to a variety of risks and uncertainties, including the speculative nature of mineral exploration and development generally and specifically in respect of the interpretation of the geology, continuity, grade and size of mineral deposits, unanticipated operational or technical difficulties, fluctuating commodity prices, competitive risks and the availability of financing, changes in laws or regulations, changes in the financial markets and changes in general economic conditions, as described in more detail in our recent securities filings available at www.sedar.com. Such Forward-Looking Statements are based on a number of assumptions, including but not limited to the level and volatility of the price of molybdenum, the availability of financing, the accuracy of reserve and resource estimates and the assumptions on which those estimates are based and the ability to achieve and maintain certain operational efficiencies. Should one or more risks and uncertainties materialize or should any assumptions prove incorrect, then actual events or results may differ materially from those expressed or implied in the Forward-Looking Statements and we caution against placing undue reliance thereon. We assume no obligation to revise or update these Forward-Looking Statements, except as required by applicable law.

Contact Information

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