Tucson Acquisition Corporation
TSX VENTURE : TSS

December 21, 2012 12:05 ET

Tucson Acquisition Corporation Announces Additional Closing of Nouveau-Monde Private Placement and Shareholder Approval for Proposed Qualifying Transaction

MONTREAL, QUEBEC--(Marketwire - Dec. 21, 2012) -

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES

Tucson Acquisition Corporation (TSX VENTURE:TSS.P) ("Tucson") announces that the private placement of Entreprises minières du Nouveau-Monde Inc. ("Nouveau-Monde") which was previously announced on September 7, 2012 and December 10, 2012 of up to 3,333,333 additional Nouveau-Monde units (the "Nouveau-Monde Units") at a price of $0.30 per unit and up to 1,081,081 flow-through units of Nouveau-Monde (the "Nouveau-Monde FT Units") at a price of $0.37 per unit for up to maximum aggregate gross proceeds of $1,400,000 (the "Offering") has closed.

Nouveau-Monde issued an aggregate of 540,540 Nouveau-Monde Units in connection with the non-brokered portion of the Offering and an aggregate of 843,000 Nouveau-Monde FT Units in connection with the brokered portion of the Offering. in the capital of the Corporation, at a price of $0.30 per Nouveau-Monde Units and $0.37 per Nouveau-Monde FT Unit, for an aggregate gross proceeds of $452,900.

Each Nouveau-Monde Unit issued consisted of one common share of Nouveau-Monde (a "Nouveau-Monde Common Share") and one-half of one Nouveau-Monde Common Share purchase warrant (the "Nouveau-Monde Warrant"). Each whole Nouveau-Monde Warrant is exercisable at a price of $0.45 for a period of 24 months following the closing of the Offering. Each Nouveau-Monde FT Unit was issued at a price of $0.37 per Nouveau-Monde FT Unit and consisted of one Nouveau-Monde Common Share issued on a "flow-through" basis pursuant to the Income Tax Act (Canada) and one-half of a Nouveau-Monde Warrant exercisable at a price of $0.45 for a period of 24 months following the closing of the Offering.

Industrial Alliance Securities Inc. ("IAS") acted as the exclusive lead manager and sole book runner on a best efforts basis for the private placement of Nouveau-Monde FT Units. In connection with the private placement of the Nouveau-Monde FT Units, Nouveau-Monde paid IAS a cash fee of $15,999.98 being 8% of the gross proceeds of the Nouveau-Monde FT Units sold and issued 27,027 compensation options (the "Compensation Options") entitling IAS to purchase 27,027 Nouveau-Monde Common Shares. The Compensation Options shall be exercisable at a price of $0.37 per Nouveau-Monde Common Share and will expire 18 months after the closing of the Offering.

The net proceeds of the Offering will be used by the Corporation to incur exploration expenses on its properties located in the Province of Québec.

Tucson is also pleased to announce that the shareholders of each of Tucson and Nouveau-Monde have approved the previously announced proposed qualifying transaction of Tucson involving the amalgamation of Tucson and Nouveau-Monde at shareholder meetings held earlier today.

About Tucson

Tucson is a capital pool company that completed its initial public offering in May 2012 and the Tucson common shares are listed for trading on TSX Venture under the stock symbol TSS.P. Tucson currently has 2,500,000 Tucson common shares outstanding as well as stock options to acquire 250,000 Tucson common shares at a price of $0.20 per Tucson common share and agent's options to purchase 150,000 Tucson common shares at a price of $0.20 per Tucson common share outstanding.

About Nouveau-Monde

Nouveau-Monde is a private mineral exploration company, with eight (8) properties in various strategic commodities that focuses on the generation of high quality mining projects within the Province of Québec.

Except for historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially. Neither Tucson nor Nouveau-Monde will update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by Tucson.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Contact Information

  • Tucson Acquisition Corporation
    Alain Lambert
    President, Chief Executive Officer,
    Chief Financial Officer and director
    (514) 219-7988

    Nouveau-Monde Inc.
    Eric Desaulniers
    President
    (819) 923-0333