North Sur Resources Inc.
TSX VENTURE : NST

North Sur Resources Inc.

September 03, 2015 16:32 ET

North Sur Resources Inc. Enters Into Loan Agreement

CALGARY, ALBERTA--(Marketwired - Sept. 3, 2015) -

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) is pleased to announce that further to its announcement on August 19, 2015 regarding the entering into of a non-binding letter of intent ("LOI"), North Sur provided an initial loan of $100,000 (the "Initial Loan") as part of a maximum secured loan of up to $325,000 (the "Secured Loan") to a private company in connection with the transaction (the "Transaction") outlined in the LOI. The Secured Loan is to be used to assist in the development and fabrication of reverse ATM stand-alone "coupon based" machines for cash, debit and credit card transactions (including secure auditable cash payment systems to the legal cannabis industry).

North Sur has entered into a loan agreement and connected collateral documents with respect to the Initial Loan. The remainder of the Secured Loan (up to $225,000) is conditional upon the completion of a non-brokered private placement of up to $300,000 in common shares (the "Initial Financing"), the net proceeds of which are intended in part to facilitate the remainder of the Secured Loan. Such remainder amount of the Secured Loan is expected to be extended on substantially the same terms as the Initial Loan.

The Initial Loan shall bear interest on the outstanding principal amount at a rate of 6% per annum, with maturity occurring on the earlier of: (a) one (1) year from the effective date of such loan, in the event the definitive agreement in respect of the Transaction has not been executed by the lender and the borrower; and (b) in the event such definitive agreement has been executed before one (1) year from the effective date of such loan, the earlier to occur of the following: (i) the date of termination of such definitive agreement, and (ii) the closing of the Transaction. In the event of default, unpaid amounts shall bear interest at a default rate of 8% per annum.

The Transaction

The transaction terms outlined in the LOI will be superseded by a definitive agreement (the "Definitive Agreement") to be signed by the Corporation and the corporate entity ("Targetco") owning the rights and assets that relate to the concerned technology. The Transaction is subject to regulatory approval, including the approval of the TSXV and customary closing conditions, including the approval of the Definitive Agreement by the directors of each of the Corporation and Targetco, shareholder approval and completion of due diligence investigations to the satisfaction of each of the Corporation and Targetco, as well as the conditions described below. The legal structure for the Transaction will be determined after the parties have considered all relevant tax, securities law, and accounting considerations. There is no assurance that a Definitive Agreement will be successfully negotiated or entered into and there is no assurance that the Initial Financing or the Transaction as described above will be completed.

As the Transaction may be considered a reverse takeover pursuant to the policies of the TSXV, in accordance with the TSXV policies, the North Sur Shares are currently halted from trading and will remain so until such time as the TSXV determines, which may not occur until completion of the Transaction.

Further Information

If and when a Definitive Agreement between the Corporation and Targetco is executed, the Corporation will issue a subsequent press release in accordance with the policies of the TSXV containing the details of the Definitive Agreement and additional terms of the Transaction.

Completion of the Transaction is subject to a number of conditions, including TSXV acceptance and disinterested shareholder approval, if required. The Transaction cannot close until the required shareholder approval is obtained. 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 TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press 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 closing of the Transaction and the Initial Financing, expected terms of the Transaction and the Initial Financing (including the use of proceeds), the terms and funding of the Secured Loan, the requirement for shareholder approval 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, it 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.

Contact Information