North Sur Resources Inc.
TSX VENTURE : NST

North Sur Resources Inc.

April 22, 2016 18:46 ET

North Sur Resources Inc. Announces Updated Amalgamation Agreement

CALGARY, ALBERTA--(Marketwired - April 22, 2016) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

North Sur Resources Inc. ("North Sur" or the "Corporation") (TSX VENTURE:NST) announces that it has entered into an updated amalgamation agreement ("Amalgamation Agreement No. 2") among its wholly-owned subsidiary, North Sur Subco Inc., and Integrated Commerce Technology Holdco, Ltd. ("ICT Holdco") that includes all material terms and conditions contained in the previously announced amalgamation agreement ("Amalgamation Agreement No. 1") among such parties dated December 30, 2015, with an updated outside date by which various conditions must be satisfied or waived in order to proceed with the subject amalgamation (the "Transaction") of the earlier of June 15, 2016 or such date required by the TSX Venture Exchange to meet conditions required thereby.

The parties have also agreed that the maturity date of loans made by North Sur to ICT Holdco's wholly-owned subsidiary in the principal amount of Cdn$538,000 shall be the date falling on the earlier to occur of the following: (i) 90 calendar days immediately following the date of termination of Amalgamation Agreement No. 2; or (ii) the date of closing of the transactions described in Amalgamation Agreement No. 2 in order to complete the subject amalgamation.

For further particulars regarding the material terms of the Transaction, please refer to North Sur's press release dated December 31, 2015 and Amalgamation Agreement No. 1 which is available under North Sur's SEDAR profile at www.sedar.com. A complete copy of Amalgamation Agreement No. 2 will also be available on SEDAR shortly.

Additional Information

In accordance with TSX Venture Exchange (the "Exchange") policy, North Sur Shares are currently halted from trading and will remain so until such time as the Exchange determines, which may not occur until completion of the Transaction.

North Sur's management information circular dated January 29, 2015 contains additional information with respect to the Transaction and is available on North Sur's SEDAR profile at www.sedar.com.

Completion of the Transaction is subject to a number of conditions, including Exchange acceptance. There can be no assurance that the Transaction will be completed as proposed or at all.

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 North Sur 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.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available.

Forward-Looking Information

Certain statements contained in this news release, including statements or information that contain terminology such as "anticipate", "believe", "intend", "expect", "estimate", "may", "could", "will", "the review and analysis of other business opportunities" and similar expressions constitute "forward-looking statements" within the meaning of applicable Canadian securities laws. All statements, other than statements of historical fact, that address activities, events, or developments that North Sur or a third party expect or anticipate will or may occur in the future, including our future growth, results of operations, performance and business prospects, outlook and opportunities are forward-looking statements. In particular, this news release contains forward-looking statements concerning the completion and timing of the Transaction and the parties' ability to satisfy closing conditions and receive necessary approvals.

Forward-looking statements are based on a number of material factors, expectations or assumptions of North Sur which have been used to develop such statements and information but which may prove to be incorrect. Although North Sur believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them because North Sur can give no assurance that they will prove to be correct. There can be no assurance that the Transaction will occur or that, if the Transaction does occur, each will be completed on the terms described above. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results and developments may differ materially from the results and developments discussed in the forward-looking statements as certain of these risks and uncertainties are beyond our control.

Consequently, all of the forward-looking statements made in this news release are qualified by these cautionary statements and the other cautionary statements and risk factors and uncertainties contained in this news release. The reader is cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements are made as of the date of this news release. Except as required by applicable Canadian securities laws, the Corporation assumes no obligation to update publicly or revise any forward-looking statements to reflect subsequent information, events, or circumstances.

Neither 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.

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