Pro-Or Mining Resources Inc.
TSX VENTURE : POI

Pro-Or Mining Resources Inc.

December 05, 2013 09:42 ET

Pro-Or Issues an Update on Private Placement, Announces a Proposed Change of Business and the Approval of an Advance Notice By-Law

MONTREAL, QUÉBEC--(Marketwired - Dec. 5, 2013) - Ressources Minières Pro-Or Inc. (the "Corporation") (TSX VENTURE:POI) is pleased to announce an update on its previously disclosed brokered private placement (the "Private Placement"). The Private Placement is being conducted in contemplation of a proposed "Change of Business" of the Corporation (as such term is defined under TSX Venture Exchange (the "Exchange") Policy 5.2 - Changes of Business and Reverse Takeovers) from solely a "mining issuer" to both a "mining issuer" and a "technology issuer".

Description of Private Placement

Due to market conditions, the price and warrant terms of the securities offered under the Private Placement have been changed as follows:

  • The Corporation intends to complete the Private Placement by issuing a minimum of 5,000,000 and up to 19,125,000 common shares of the Corporation ("Common Shares"), at a price of $0.12 per Common Share, for total gross proceeds of a minimum of $600,000 and up to $2,295,000.

  • Each Common Share will be accompanied by one common share purchase warrant; each common share purchase warrant entitling the holder thereof to acquire one Common Share at an exercise price of $0.20 per Common Share for a period of 36 months from the date of issuance. The warrants will be subject to an acceleration clause by which the warrant period of the warrants can be reduced, at the Corporation's discretion, if the closing price of the Common Shares on the Exchange is equal to or above $0.30 on 20 consecutive trading days, in which case the exercise period of the warrants will be reduced to 30 days following formal written notification by the Corporation to that effect.

As previously announced, the Private Placement will be done with Euro Pacific Canada Inc., as agent. The Corporation will pay a cash commission of 8% of the gross proceeds raised in respect of the Private Placement. In addition, the Corporation shall issue broker warrants to the agent, exercisable for a period of 18 months following the closing date, to acquire common shares which in aggregate is equal to 8% of the number of common shares sold under the Private Placement, at $0.12 per share. Notwithstanding the above, cash commissions payable on orders pursuant to the president list orders shall be 4%.

It is anticipated that the Private Placement will be completed on or prior to December 30, 2013.

All securities issued by the Corporation under the Private Placement shall be subject to a statutory hold period of four months and one day from the date of distribution.

Description of Proposed Change of Business

The Corporation intends to (i) complete a Change of Business of the Corporation from solely a "mining issuer" to both a "mining issuer" and a "technology issuer" in accordance with the applicable policies of the Exchange and (ii) change its name to "NOVX21 Inc." in order to reflect the proposed Change of Business (the "Name Change").

Pursuant to the proposed Change of Business, the Corporation will develop and implement new industrial patented technologies, including the patented processes, to recover metal from recycled material or ore. More particularly, the Corporation will recycle precious metals from used catalytic converters, thus allowing the transportation industry, mostly automobile manufacturers, to purchase the recycled refined metals to coat new catalytic converters, thus changing the business of the Corporation from solely a "mining issuer" to both a "mining issuer" and "technology issuer".

The proposed Change of Business, and certain ancillary matters described below, will be subject to the approval of shareholders of the Corporation at the upcoming annual and special meeting of shareholders of the Corporation to be held on December 30, 2013 (the "Meeting"). The resolution approving the proposed Change of Business must be approved by the affirmative vote of a majority of the votes cast by holders of Common Shares present, in person or represented by proxy, at the Meeting.

The proposed Change of Business will constitute a Change of Business under the policies of the Exchange and will be conditional upon, among other things, the Corporation obtaining Exchange approval. The Exchange has conditionally accepted the proposed Change of Business subject to the Corporation fulfilling all of the requirements of the Exchange. As such, the Exchange final approval of the proposed Change of Business is subject to the satisfaction of a number of conditions, including the Corporation meeting the Exchange's prescribed minimum listing requirements applicable to a "technology issuer" and all other requirements of the Exchange.

The Corporation has applied for and received a conditional exemption from the sponsorship requirements in connection with the proposed Change of Business.

Approval of New General By-Laws No. 2013-01

On November 29, 2013, the board of directors of the Corporation adopted the general by-laws No. 2013-01 (the "New General By-Laws") in order to modernize the by-laws of the Corporation and to better align such by-laws with the terminology and principles set out in the Canada Business Corporations Act (the "Act").

The New General By-Laws require advance notice (the "Advance Notice Provisions") to the Corporation in circumstances where nominations of persons for election as a director of the Corporation are intended to be made by shareholders other than pursuant to: (i) a notice of a meeting made pursuant to the provisions of the Act; or (ii) a shareholder proposal made pursuant to the provisions of the Act. With the adoption of the Advance Notice Provisions, the Corporation is following the best practices that are currently emerging in Canada for the election of directors.

Among other things, the Advance Notice Provisions fixe a deadline by which shareholders must submit a notice of director nominations to the Corporation prior to any annual or special meeting of shareholders where directors are to be elected and sets forth the information that a shareholder must include in the notice for it to be valid.

The New General By-Laws and the Advance Notice Provisions are effective as of November 29, 2013 and will be placed before shareholders for ratification at the Meeting. The full text of the New General By-Laws is available under the Corporation's profile on SEDAR at www.sedar.com.

Matters to be Considered at the Meeting

At the Meeting, in addition to seeking approval for the proposed Change of Business, shareholder approval will further be sought for (i) the election of the directors, (ii) the appointment and compensation of the independent auditors, (iii) the approval of the Name Change, (iv) the approval of an amendment to the articles of incorporation of the Corporation, (v) the approval of the New General By-Laws and (vi) the approval of amendments to the stock option plan of the Corporation.

Under the Corporation's stock option plan (the "Plan") 5,000,000 common shares are reserved for the exercise of options. The purpose of the amendments is to (i) increase by 8,900,000 the number of common shares reserved for issuance under the Plan and (ii) take into consideration the amendments made to the rules of the Exchange. Accordingly, a total of 13,900,000 common shares will be set aside for issuance following the exercise of options under the Plan, representing less than 20% of the total number of common shares issued and outstanding.

Sylvain Boulanger and Yves Lasnier will be standing for re-election as directors of the Corporation at the Meeting and André Boulanger, René Branchaud, John LeBoutillier and Jean-Paul Schaack are the new nominees being proposed for election as directors of the Corporation. Therefore, the board of directors of the Corporation should consist of six directors following the Meeting.

For further information with respect to the proposed Change of Business and the matters to be considered at the Meeting, including information concerning the new nominees being proposed for election as directors of the Corporation, reference should be made to the management information circular of the Corporation dated December 2, 2013, a copy of which is available under the Corporation's profile on SEDAR at www.sedar.com.

Completion of the proposed Change of Business is subject to a number of conditions, including Exchange acceptance and Shareholder approval. The proposed Change of Business cannot close until the required shareholder approval is obtained. There can be no assurance that the proposed Change of Business will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular to be mailed to shareholders in connection with the Meeting, any information released or received with respect to the proposed Change of Business may not be accurate or complete and should not be relied upon. Trading in the securities of the Corporation should be considered highly speculative.

The Exchange has in no way passed upon the merits of the proposed Change of Business and has neither approved nor disapproved the contents of this press release.

About Pro-Or

Pro-Or operates an industrial prototype plant for the recovery of Platinum Group Elements (Platinum, Palladium and Rhodium or PGMs). The plant is located near Quebec City in St-Augustin-de-Desmaures. Its patented process yields more than 97% recoveries of PGMs, and is not only much less capital extensive but also operates much more rapidly than conventional plants thus dramatically lowering the amount of time that its customers capital is tied up as work-in-process inventory. Pro-Or's mission is to sustainably recover precious metals by the recycling of end-of-life PGM containing components while meeting global "green" standards for the automobile industry.

Pro-Or also holds the mineral rights to six mining properties and has focused its exploration activities on the Menarik property in the James Bay area, in the Province of Quebec, the site of a major chromite deposit with occurrences of gold, nickel, copper and platinum group metals (PGMs). The operation of Pro-Or's patented and proprietary processes to such deposits may lead to a breakthrough in low cost primary mining metallurgy in the near future.

Neither Exchange nor the Supplier of services regulation (as defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

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