CALGARY, ALBERTA--(Marketwired - Oct. 25, 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 the amalgamation agreement ("Amalgamation Agreement") between North Sur and Integrated Commerce Technology Holdco, Ltd. ("ICT Holdco") has terminated. In connection therewith, the loan in the aggregate principal amount of $538,000 between the Corporation and Integrated Commerce Technology, Inc., the US subsidiary of ICT Holdco, will be maturing in early December 2016.
North Sur intends to seek an extension of the Amalgamation Agreement with ICT Holdco and in the interim is considering strategic alternatives and the maximization of shareholder value which may include acquisitions of assets, recapitalization or mergers with other companies. Except as required by law, North Sur does not intend to disclose developments with respect to strategic alternatives until the board of directors of the Corporation has approved a definitive transaction or strategic alternative. The Corporation cautions that there are no guarantees that a transaction will be undertaken or a strategic alternative pursued.
For further particulars regarding the material terms of the transaction with ICT Holdco, please refer to North Sur's press releases dated December 31, 2015; April 22, 2016 and the Amalgamation Agreement which is available under North Sur's SEDAR profile at www.sedar.com.
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.
Certain statements contained in this news release, including statements or information that contain terminology such as "anticipate", "believe", "intend", "expect", "estimate", "may", "could", "will", 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 seeking of an extension to the Amalgamation Agreement and the Corporation's consideration of strategic alternatives.
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 a transaction will be undertaken or a strategic alternative pursued. 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.