Tucson Acquisition Corporation

TSX VENTURE : TSS.P


December 03, 2012 18:40 ET

Tucson Acquisition Corporation Announces Execution of Amalgamation Agreement With Entreprises Minieres Du Nouveau-Monde Inc. and Filing of Joint Information Circular

MONTREAL, QUEBEC--(Marketwire - Dec. 3, 2012) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR DISSEMINATION IN UNITED STATES

Tucson Acquisition Corporation (TSX VENTURE:TSS.P) ("Tucson" or the "Corporation") is pleased to announce that it has entered into a formal amalgamation agreement (the "Amalgamation Agreement") with Entreprises Minières Du Nouveau-Monde Inc. ("Nouveau") dated effective November 15, 2012, pursuant to which Tucson will amalgamate (the "Business Combination") with Nouveau under the Canada Business Corporations Act to form an amalgamated company ("Amalco") on such terms as were previously announced on June 27, 2012 and September 7, 2012. Additionally, on November 26, 2012, Tucson and Nouveau filed a joint information circular detailing the proposed Business Combination on SEDAR. The Business Combination, when completed, will constitute the qualifying transaction of the Corporation pursuant to Policy 2.4 of the TSX Venture Exchange Inc. (the "TSX Venture") Corporate Finance Manual.

The Business Combination is subject to the approval of TSX Venture and all other necessary regulatory approvals. The completion of the Business Combination is also subject to additional conditions precedent, including shareholder approval of each of Tucson and Nouveau.

About Nouveau

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.

As indicated above, completion of the Business Combination is subject to a number of conditions, including but not limited to, TSX Venture acceptance and shareholder approval. The Business Combination cannot close until the required shareholder approval is obtained. There can be no assurance that the Business Combination will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the joint information circular of Tucson and Nouveau prepared in connection with the Business Combination, any information released or received with respect to the Business Combination may not be accurate or complete and should not be relied upon. Trading in the securities of Tucson or Nouveau should be considered highly speculative.

This press release contains forward-looking statements. More particularly, this press release contains statements concerning: the receipt of TSX Venture and shareholder approval of the Business Combination and the completion of the Business Combination. The forward-looking statements are based on certain key expectations and assumptions made by Tucson and Nouveau including the timing of receipt of required shareholder and TSX Venture approvals and the satisfaction of other conditions to the completion of the Business Combination.

Although Tucson and Nouveau believe that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because no assurance can be provided that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, risks that required shareholder and TSX Venture approvals are not obtained on terms satisfactory to the parties or at all, and risks that other conditions to the completion of the Business Combination are not satisfied on the timelines set forth in the Amalgamation Agreement or at all.

The forward-looking statements contained in this press release are made as of the date hereof and neither Tucson and Nouveau undertake any obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
This release does not constitute an offer for sale of securities in the United States.

The TSX Venture has in no way passed upon the merits of the Business Combination and has neither approved nor disapproved the contents of this press release. Neither TSX Venture nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

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

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