Tucson Acquisition Corporation
TSX VENTURE : TSS.P

September 07, 2012 19:38 ET

Tucson Acquisition Corporation Announces Amendment to Letter Agreement Entered Into With Entreprises Minieres Du Nouveau-Monde Inc and Completion of Minimum Private Placement

MONTREAL, QUEBEC--(Marketwire - Sept. 7, 2012) -

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

Tucson Acquisition Corporation ("Tucson") (TSX VENTURE:TSS.P) announces that it has renegotiated the previously announced letter agreement entered into with Entreprises minières du Nouveau-Monde Inc. ("Nouveau-Monde") dated June 25, 2012 (the "Letter Agreement"), pursuant to which Tucson and Nouveau-Monde approved a proposed business combination by way of an amalgamation (the "Amalgamation") to form a new corporation called "Nouveau Monde Mining Enterprises Inc." ("Amalco").

Pursuant to an amending agreement dated September 7, 2012 (the "Amending Agreement") the parties have agreed that: (i) Nouveau-Monde will complete a private placement (the "Nouveau-Monde Private Placement") of a minimum of 2,000,000 units of Nouveau-Monde (the "Minimum Private Placement") and a maximum of 6,666,667 units of Nouveau-Monde (the "Nouveau-Monde Units") at a price of $0.30 per Nouveau-Monde Unit in multiple closings (the "Maximum Private Placement"). Each Nouveau-Monde Unit shall consist of one common share of Nouveau-Monde (each a "Nouveau-Monde Common Share") and one-half of one share purchase warrant of Nouveau-Monde; (ii) each whole share purchase warrant to be issued in connection with the Nouveau-Monde Private Placement will be exercisable at a price of $0.45 per Nouveau-Monde Common Share; (iii) the agent's options to be granted to eligible investment dealers pursuant to the Nouveau-Monde Private Placement will each entitle the holder to purchase one Nouveau-Monde Common Share at a price of $0.45 per Nouveau-Monde Common Share; (iv) each of the issued and outstanding Nouveau-Monde Common Shares, including the 12,886,800 Nouveau-Monde Common Shares issued and outstanding prior to the Nouveau-Monde Private Placement, will be exchanged for one (1) common share of Amalco (each an "Amalco Common Share"); (v) each common share of Tucson (a "Tucson Common Share") will be exchanged for one (1) Amalco Common Share; (vi) the Nouveau-Monde share purchase warrants to acquire up to 8,979,400 Nouveau-Monde Common Shares at prices ranging from $0.10 to $0.40 per Nouveau-Monde Common Share (the "Nouveau-Monde Existing Warrants") will be exchanged for one (1) replacement warrant of Amalco; (vii) each outstanding Nouveau-Monde share purchase warrant issued in connection with the Nouveau-Monde Private Placement will be exchanged for one (1) replacement warrant of Amalco; and (viii) each outstanding agent's option granted to eligible investment dealers pursuant to the Nouveau-Monde Private Placement will be exchanged for one (1) replacement agent's option of Amalco.

Tucson is also pleased to announce that the Minimum Private Placement of 2,000,000 Nouveau-Monde Units was completed today for gross proceeds of $600,000.

The following table sets forth the pro forma consolidated share capitalization, on a non-diluted basis, assuming completion of the Amalgamation assuming the Minimum Private Placement and the Maximum Private Placement, as well as certain other adjustments.

Designation of Security Amount Outstanding after giving effect to the Amalgamation and Minimum Private Placement Amount Outstanding after giving effect to the Amalgamation and Maximum Private Placement
Amalco Common Shares 17,386,800 22,053,467

In addition, the closing conditions in the Letter Agreement have been amended: (i) to remove the closing condition that the Nouveau-Monde Existing Warrants exercisable at a price of $0.10 per Nouveau-Monde Common Share shall have been exercised prior to the consummation of the Amalgamation; and (ii) to reduce the amount of the Minimum Private Placement to $600,000.

Other than the amendments set forth above, the balance of the terms contained in the Letter Agreement remain in full force and effect, unamended, in accordance with the provisions thereof.

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 Exchange Inc. under the stock symbol TSS.P. Tucson currently has outstanding 2,500,000 Tucson Common Shares and stock options to acquire 250,000 Tucson Common Shares at a price of $0.20 per Tucson Common Share (the "Tucson Stock Options") and agent's options to purchase 150,000 Tucson Common Shares at a price of $0.20 per Tucson Common Share (the "Tucson Agent's Options").

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 nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture) 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

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