Tucson Acquisition Corporation
TSX VENTURE : TSS.P

June 27, 2012 17:15 ET

Tucson Acquisition Corporation Announces Proposed Qualifying Transaction

MONTREAL, QUEBEC--(Marketwire - June 27, 2012) - Tucson Acquisition Corporation (TSX VENTURE:TSS.P) ("Tucson"), is pleased to announce details concerning its proposed qualifying transaction involving a business combination with Entreprises minières du Nouveau-Monde Inc. ("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.

Tucson has entered into a letter agreement with Nouveau-Monde dated June 25, 2012 (the "Letter Agreement"), pursuant to which Tucson and Nouveau-Monde intend to complete a business combination by way of an amalgamation (the "Amalgamation") to form a new corporation called "New World Mining Enterprises Inc." ("Amalco") as well as a private placement of units of Nouveau-Monde (the "Nouveau-Monde Private Placement"). Pursuant to the Amalgamation, it is contemplated that: (i) each of the 12,886,800 issued and outstanding common shares of Nouveau-Monde (the "Nouveau-Monde Common Shares") will be exchanged for 1.5 common shares of Amalco (the "Amalco Common Shares") with a deemed value of $0.267 per Amalco Common Share; and (ii) each common share of Tucson (the "Tucson Common Share") shall be exchanged for one (1) Amalco Common Share and one-half of one share purchase warrant of Amalco, each whole share purchase warrant of Amalco being exercisable to purchase one Amalco Common Share at a price of $0.30 per share for a period of two years from the closing of the Amalgamation. In addition, the outstanding share purchase warrants of Nouveau-Monde, except for those covered by the Nouveau-Monde Warrant Exercise as defined below, and each of the outstanding Nouveau-Monde Financing Warrant or Nouveau-Monde Agent's Option (both defined below) will be exchanged for 1.5 replacement warrants or replacement agent's option of Amalco with adjusted terms. In addition, each Tucson Stock Option and Tucson Agent's Option (both defined below) will be replaced with one (1) replacement option or replacement agent's option of Amalco with identical terms.

It is intended that the Amalgamation, when completed, will constitute the qualifying transaction of Tucson pursuant to Policy 2.4 of the TSX Venture Exchange Inc. (the "TSX Venture") Corporate Finance Manual. The Amalgamation is subject to the policies of the TSX Venture relating to qualifying transactions, as well as shareholder approval of each of Tucson and Nouveau-Monde.

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.

Nouveau-Monde Corporate History and Structure

Nouveau-Monde was incorporated under the Canada Business Corporations Act ("CBCA") on April 6, 2011. The head and registered office of Nouveau-Monde is located at 6 chemin des Bouleaux, L'Ange-Gardien, Québec J8L 0G2. Nouveau-Monde has no subsidiaries.

Nouveau-Monde currently has 12,886,800 Nouveau-Monde Common Shares issued and outstanding. Nouveau-Monde has no stock options, warrants, anti-dilution or other rights to purchase Nouveau-Monde Common Shares issued or outstanding, other than the 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") and the undertaking of Nouveau-Monde to issue up to an additional 3,500,000 Nouveau-Monde Common Shares in connection with the acquisition of the Ceres property by Nouveau-Monde. The parties have agreed that Nouveau-Monde will use all "commercially reasonable efforts" to cause the holders of the Nouveau-Monde Existing Warrants exercisable at $0.10 per Nouveau-Monde Common Share to be exercised prior to the closing of the Amalgamation (the "Nouveau-Monde Warrant Exercise").

The principal shareholders of Nouveau-Monde are Mrs. Julie Boileau and Mr. Mario Dupuis, each resident in the Province of Quebec, who own 14.74% and 10.48%, respectively, of the Nouveau-Monde Common Shares issued and outstanding.

Nouveau-Monde Financial Information

Based on unaudited management prepared financial statements for the year ended December 31, 2011, Nouveau-Monde had no revenue, operating expenses of $120,717, and a net loss of $103,344. In addition, as at December 31, 2011, Nouveau-Monde had a working capital of $261,438, assets of $434,334 and liabilities of $146,171.

Based on unaudited management prepared financial statements for the period ended March 31, 2012, Nouveau-Monde had no revenue, operating expenses of $149,028, and a net loss of $134,206. In addition, as at March 31, 2012, Nouveau-Monde had a working capital of $1,178,671, assets of $1,448,543, and liabilities of $129,477.

Nouveau-Monde Properties

Ceres Property

The Ceres property is located in the Huddersfield Township of the Outaouais region, approximately 95 km northwest of Ottawa (Canada's capital) and at its closest point, 6 km north-east of the community of Fort Coulonge. The property is composed of 180 contiguous map designated claims covering 9,854 hectares. The property is 100% owned by Nouveau-Monde.

The property lies in the south-western portion of the Grenville geological Province, more specifically in the Pythonga terrane. The property was known to contain a number of historical occurrences of molybdenite, fluorite, uranium, mica and apatite. However, exploration work recently performed by Nouveau-Monde has resulted in the discovery of significant showings of graphite and rare earth elements ("REE's"), both commodities that are in demand in the high tech sector at the moment.

Recent time-domain electromagnetic (TDEM) helicopter surveying defined three multi-kilometric zones of conductivity on the western half of the property. 3D interpretation and modelling on one of these zones based on the geophysical data and ground structural observations suggests the presence of a 4 km by 1 km low angle eastward dipping conductive plane within a geological formation historically mapped as biotite garnet paragneiss and calc-silicate units. Subsequent prospecting using ground geophysical instrumentation allowed the discovery of the Philippe graphite showing. The showing is located at the west end of the TDEM anomaly where the 3D model suggests the conductive layer should be outcropping. Grab sample #1053301 returned 3.01% Carbon graphite, Visual analysis of the rock suggests that the graphite is predominantly in large flakes (up to nearly centimeter size) disseminated in a hard paragneiss. The mineral assemblage observed at the showing is similar to that reported from historical Kearney Mine (Ontario Graphite) and the Bisset Creek deposit (Northern Graphite) located few tens of kilometers to the southwest of the Ceres property in the same geological terrane. Based on this most encouraging discovery, graphitic paragneiss have become an important exploration target for Nouveau-Monde.

Also in 2011, scintillometer and gamma-ray spectrometer prospecting carried out in the eastern sector of the Ceres property, in the area of the historic Yates uranium prospect, identified a number of sites of interest for REE exploration. Intensive work performed in the 1950s and consisting of surface mapping, various geophysical surveys, drilling and adit/pit excavation had defined seven zones of anomalously radioactive scarns. Uranium values had proven most disappointing however, and no further exploration was conducted in this regard. However, the area had never been tested for REEs previously and it is of notable that grab sample #1053362 collected recently by Nouveau-Monde on one of the scarns returned 1.82% REE. During a site visit made by one independent geologist, hand selected grab samples 12-Ceres-10 and 12-Ceres-14 gave total REE results above 2.53% and 3.32%, respectively (limit of detection reached for some REE elements). Based on these results, REE has also become a priority for Nouveau-Monde.

Mac's Lead Property

The Mac's Lead property acquired by staking is composed of 59 map designated claims covering 2,863 hectares. The property is located about 60 km north-east of the Inuit locality of Kuujjuarapik on NTS map sheets 33N11, 14 and 15. A number of Zn-Pb-Ag showings are known from the property. Classified as Mississipi Valley-type deposits, the showings were worked in the 1960's. Non NI 43-101 compliant results received for two trenches returned grades of 6.21% Pb, 1.28% Zn, 0.17% Ag and 4.46% Pb. 0.38% Zn, 0.13% Ag, respectively.

Lac Dupire Property

The Lac Dupire property acquired by staking is composed of 224 map designed claims covering 10,488 hectares. It is located on NTS map sheet 34H03, about 200 km east-north-east of the Inuit locality of Umiujaq. The property is characterized by a major magnetic anomaly 25 km long by few kilometers wide, believed to be associated with a folded, massive iron formation. In 1994, SOQUEM found visible arsenopyrite and pyrrhotite mineralization in east-west trending quartz-chlorite-grunerite veins within the iron formation. The best gold assays within these veins graded 6404 ppb and 4620 ppb. The geophysical signature, the mineralogy and the character of the mineralization found on the property suggest the presence of a Fe-Au-type deposit similar to GoldCorp Inc's Musselwhite mine in Ontario.

Rivière aux Outardes Property

The Rivière aux Outardes property acquired by staking is composed of 43 map designated claims covering 2,344 hectares. Located on NTS map sheets 22K13 and 14, the claims cover a 5 km long, intense magnetic anomaly within a magmatic anorthositic complex. A compilation of the geology and geophysics compiled using historical reports suggests that the signature is similar to the Lac Lablache Fe-Ti-V deposit located 60 km to the south. Argex Mining Inc. and Nevado Resources Corporation are currently upgrading an historical resource calculation made in the 1960's that defined a non NI 43-101 compliant resource of 71M tons at 48% Fe, 20.5% Ti and 0.36% V on the later deposit.

Outaouais Graphite Property

The Outaouais graphite property acquired primarily by staking is composed of 1,329 mining claims covering 78,782 hectares acquired in various locations in the Pontiac MRC in Western Québec. The exploration target is graphite mineralization hosted in biotite and/or garnet-bearing paragneiss near the litho-stratigraphic contact with a calc-silicate unit.

Rivière aux Castors Property

The Rivière aux Castors property acquired by staking is made of 94 map designed claims covering 4,788 hectares located on the NTS map sheets 33F06 and 11. A showing from the property reported by SOQUEM in assessment report GM61565 proved to grade 4.3% Cu and 73 ppb Au. As well, a number of iron formations hosting quartz-grunerite veins were observed on the property, but no assays for gold were reported for these. Exploration targets are Cu-Au massive sulphides and Fe-Au mineralization in grunerite veins.

Lac Moyer Property

The Lac Moyer property acquired by staking is composed of 10 map designated claims covering 476 hectares. Distributed in three blocks, they are located in the NTS map sheets 24D02, 06 and 14. The claims cover three historical Ni-Cu showings in ultramafic rock units, with values ranging around 0.32% Ni and 0.37% Cu.

Beryl Property

The Beryl property acquired by staking is composed of multiple blocks containing a total of 27 map designated claims covering 1,561 hectares on NTS map sheets 31N13, and 31M15 and 16. The claims cover nine historical showings of beryl crystals in pegmatite associated with granitoid.

The technical information in this press release has been prepared by Eric Desaulniers, MSc, P.Geo and President of Nouveau-Monde and reviewed by Jacques Letendre, MSc, P.Geo and a director of Nouveau-Monde, two qualified person as defined in Regulation 43-101 respecting Standards of Disclosure for Mineral Projects.

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 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"). As at March 31, 2012, Tucson had current and other assets, net of liabilities, of approximately $265,000.

Summary of the Proposed Amalgamation

Pursuant to the arm's length Letter Agreement, and subject to the terms and conditions thereof, Tucson and Nouveau-Monde have agreed to complete the Amalgamation.

Pursuant to the Letter Agreement, the parties have agreed to use their "commercially reasonable efforts" to cause Nouveau-Monde to complete the Nouveau-Monde Private Placement of a minimum of 4,562,500 and a maximum of 6,250,000 units of Nouveau-Monde (the "Nouveau-Monde Units") at a price of $0.40 per Nouveau-Monde Unit for gross proceeds of a minimum of $1,825,000 and a maximum of $2,500,000. Each Nouveau-Monde Unit shall consist of one Nouveau-Monde Common Share and one-half of one share purchase warrant of Nouveau-Monde, each whole share purchase warrant of Nouveau-Monde being exercisable to purchase one Nouveau-Monde Common Share at a price of $0.60 per Nouveau-Monde Common Share for a period of two (2) years from the closing of the Nouveau-Monde Private Placement (the "Nouveau-Monde Financing Warrants").

Nouveau-Monde may engage investment dealers to act as agents (the "Agents") on a "commercially reasonable efforts" basis for the Nouveau-Monde Private Placement and in connection therewith may pay cash commission of up to 10% of the gross proceeds of the Nouveau-Monde Private Placement. The Agents may also be granted agent's options (the "Nouveau-Monde Agent's Options") to purchase up to 10% of the number of Nouveau-Monde Units sold under the Nouveau-Monde Private Placement, with each Nouveau-Monde Agent's Option entitling the Agent to purchase one Nouveau-Monde Unit at a price of $0.40 per Nouveau-Monde Unit for a period of 18 months from the closing of the Nouveau-Monde Private Placement.

Nouveau-Monde intends to use the net proceeds of the Nouveau-Monde Private Placement for a resource definition diamond drilling campaign and metallurgical testing on the Ceres property and prospecting following geophysical surveys on Outaouais Graphite, Mac's Lead and Rivière aux Castors properties, as well as for general corporate purposes, working capital and transaction costs to complete the Amalgamation.

Summary of Proposed Directors and Officers of Amalco

The Board of Directors of Tucson will be replaced to consist of six (6) directors, namely, Eric Desaulniers, Guy Pieschke, Benoit Chotard, Roderick M. Bryden, Jacques Letendre and Alain Lambert, provided TSX Venture does not object to such nominations and such persons are eligible to act as directors pursuant to the requirements of the CBCA.

After the closing of the Amalgamation, the officers of Amalco will be appointed by the Board of Directors of Amalco and will include Eric Desaulniers as President and Chief Executive Officer, Martin Nicoletti as Chief Financial Officer and Richard Provencher as Corporate Secretary.

Eric Desaulniers, President, Chief Executive Officer and Director

Mr. Desaulniers has been the President, Secretary and director of Nouveau-Monde since October 2011. He is a professional geologist in Québec with a specialization in geophysics and integrated 3D earth modeling. He holds a bachelor's degree in geology and a master in geophysics from the Université Laval in Quebec City. As a project manager from August 2006 to July 2011 for Sander Geophysics Ltd., he managed numerous international large scale interpretation and data acquisition projects in the Middle East, Central and North Africa, and in North America for major clients, including the British Geological Survey, Saudi Aramco, the Moroccan government, Bureau de Recherches Géologiques et Minières (France) and Shell. In 2007, he participated in an expedition to the North Pole in the Canadian Arctic with the Columbia University of New York.

Since July 2008, Mr. Desaulniers has been the President of ED Exploration Inc., a consulting firm that offers geological and geophysical services to the mineral industry.

Alain Lambert, Chairman of the Board and Director

Mr. Lambert has been the President, Chief Executive Officer and a Director of CPVC Financial Corporation, a private investment company, since November 2006. Mr. Lambert was also the Managing Director and Head of Equity Capital Markets of Avenue Capital Markets Inc. between December 2011 and May 2012. Mr. Lambert was President and a Director of Avenue Capital Markets CPVC Inc. between September 2010 and December 2011. He was also the President and a Director of FIER CPVC Montreal Management Inc., the general partner of FIER CPVC Montreal L.P., a venture capital investment partnership located in Montreal, Quebec, from December 2005 to August 2011. Mr. Lambert was a Managing Partner of Canadian Public Venture Capital Group, a private investment group, between March 2003 and November 2006. He has also been the President of One and Company Capital Corp., a private holding company, since February 2002 and President of Investor Relations Management Corp., a holding company, since December 1999.

Mr. Lambert holds a Bachelor of Laws degree (LL.B.) from the University of Montreal and a diploma of collegial studies, specializing in administration from the College Jean-de-Brebeuf, Montreal, Quebec. In 1986, Mr. Lambert was admitted to the Quebec Bar Association after having articled with Phillips & Vineberg, Barristers & Solicitors.

From November 2006 to August 2007, Mr. Lambert was also a Director of CPVC Blackcomb Inc., a capital pool company listed on TSX Venture that completed its Qualifying Transaction and became Prestige Telecom Inc. From October 2007 to June 2009, Mr. Lambert was a Director of CPVC Bromont Inc., a capital pool company that completed its Qualifying Transaction.

Guy Pieschke, Director

Mr. Pieschke has been a director of Nouveau-Monde since October 2011. He is co-owner, Vice-President, Secretary and Treasurer since January 2007 of 6668925 Canada Inc., a company based in the Gatineau/Ottawa area since 1954 that has more than 150 employees specializing in the manufacture of high-quality residential doors and windows.

Mr. Pieschke also served as assistant controller from February 2002 to January 2004 of Concert Airlaid Ltd. (now known as Glatfelter Gatineau Ltée) (NYSE: GLT), a public specialty pulp and paper company.

Since January 1995, Mr. Pieschke has been a member of the Ordre des comptables professionnels agréés du Québec.

Benoit Chotard, Director

Mr. Chotard has been a director of Nouveau-Monde since April 2012. He has more than 15 years of corporate finance and public market expertise, and since January 2011 he has been a Partner at Capital Force, an independent corporate finance advisory firm focused on mid-market transactions for both public and private companies.

From October 2009 to December 2010, Mr. Chotard was Vice-President, Business Development of Pakit Inc., a green technology company based in Vancouver that develops clean technology solutions for the packaging industry. From July 2008 to January 2009, Mr. Chotard was Senior Vice-President, Finance and Business Development of Cantronic Systems Inc., a public company listed on the TSX Venture that specialized in infrared thermal imaging and in night vision systems, where he orchestrated a $6 million round of financing and positioned the company for merger and acquisition negotiations in China and Europe. From January 2008 to June 2008, he was Vice-President, Corporate Finance at Leede Financial Markets Inc., based in Vancouver, and had a similar role with Laurentian Bank Securities Inc., based in Montreal, from November 2006 to June 2007. From May 2004 to October 2006, Mr. Chotard was Vice-President and Chief Financial Officer of Victhom Human Bionics Inc., a public company listed on the Toronto Stock Exchange ("TSX") where he evaluated target acquisitions and then integrated them. From April 2003 to April 2004, Mr. Chotard was a Corporate Finance advisor with Vestra Capital Inc., an independent corporate finance advisory firm based in Montreal, Quebec. From February 1996 to March 2003, Mr. Chotard was Vice-President, Senior Financial Equity Analyst, at National Bank Financial where he headed the high technology investment group.

Mr. Chotard has a Bachelor of Science degree in chemical engineering, and a MBA from the Université de Sherbrooke.

Roderick M. Bryden, Director

Mr. Bryden has been a director of Nouveau-Monde since November 2011. Since April 2005, he has been the President and Chief Executive Officer of Plasco Energy Group Inc., a private waste conversion and energy generation company. Since March 2005, Mr. Bryden has been also the Chairman of the Board of PharmaGap Inc., a biotechnology company with a core focus on developing novel peptide therapeutics for the treatment of cancer. Since February 2005, he has been the Chairman of the Board of Clearford Industries Inc., a company that provides solutions for the collection and treatment of sewage. Since September 2004, he has been the owner and Chairman of SC Stormont Inc., a private company that specializes in the leadership and development of small to mid-sized Canadian businesses. Mr. Bryden was Chairman or President and Chief Executive Officer of World Heart Corporation from April 1996 to July 2004 and was Vice-Chairman and Alternate Governor of the Ottawa Senators hockey club from 1993 to 2003.

In 1979, Mr. Bryden founded Paperboard Industries Corporation and was Chairman until 1991. In 1974, Mr. Bryden founded Systemhouse Ltd. with seven senior information systems professionals. He was President or Chairman of Systemhouse Ltd. from 1974 until June 1991.

From 1967 to 1969, Mr. Bryden was Professor of Law at the University of Saskatchewan in Saskatoon. In 1969, Mr. Bryden held various positions with the Government of Canada, including Assistant Deputy Minister of Regional Economic Expansion, prior to moving to independent business at the end of 1973. Mr. Bryden has a Bachelor of Arts degree in Economics, from Mount Allison University, a Bachelor of Laws degree from the University of New Brunswick and a Master of Laws degree from the University of Michigan.

Jacques Letendre, Director

Mr. Letendre has been a director of Nouveau-Monde since April 2012. He has also been, since March 2004, President and Secretary of Renouveau Exploration Inc., a consulting firm for mining projects in the Americas and in Africa. From August 2001 to February 2009, he was a director of Majescor Resources Inc. ("Majescor"), a public mineral exploration company listed on TSX Venture now focused on uranium and gold/base metals. He was the President of Majescor from August 2001 to March 2004. From June 2006 to November 2007, he was the President of North American Minerals Group, Inc., a private mining exploration company with diamond and gemstone projects in the United States. He was also a director of Patrician Diamonds Inc. (now known as Northaven Resources Corp. (TSX Venture: NTV)), a mining exploration company from December 2001 to October 2004. Mr. Letendre has a Masters of Science degree in geology from the University of Montréal.

Martin Nicoletti, Chief Financial Officer

Mr. Nicoletti has been the Chief Financial Officer of Nouveau-Monde since March 2012. He is a certified general accountant with 22 years of experience. He graduated from the Université du Québec à Trois-Rivières in 1987 with a bachelor degree in business administration. He worked with Price Waterhouse from January 1989 to January 1994 where he worked with clients in the mining industry. From February 1994 to May 2004, he worked for several companies as a controller or chief accountant. Since 2004, he has been involved with public junior mining companies with responsibility for financial controls and financial reporting.

Since September 2006, he has been the President of SKTM Financial Corporation Ltd., a private company that provides consultations and management services to companies. Also, Mr. Nicoletti currently serves as the Chief Financial Officer of several public companies listed on TSX Venture, including Amex Exploration Inc., Bowmore Exploration Ltd., Stellar Pacific Ventures Inc., Stelmine Canada Ltd. and Tomagold Corporation.

Richard Provencher, Corporate Secretary

Mr. Provencher has been the Corporate Secretary of Nouveau-Monde since April 2012. Mr. Provencher is the Coordinating Partner of the securities law practice group of Stein Monast L.L.P., a law firm based in Quebec City, Québec and has been since February 2003. From the beginning of his career, Mr. Provencher has focused his practice on securities law, the purchase and sale of businesses, and public and private financing. Mr. Provencher represents issuers and brokerage firms in connection with public and private financing. He also handles matters for private venture capital funds, advises companies seeking financing and assists them in planning and listing securities on the stock exchange, whether via an initial public offering, as a capital pool company, or through a reverse takeover. He also advises public issuers on aspects relating to corporate governance and continuous disclosure.

Mr. Provencher is one of the authors of the Securities Law Volume of the business law collection of JurisClasseur Québec, a guest speaker for the certification in corporate governance of the Collège des administrateurs de sociétés, a guest speaker at the "Managing a Public Company" workshop given by the TSX Venture and a guest speaker for the Bachelor's degree and Master's program of the Faculty of Law of the Université Laval. He is a member of the Securities Committee of the Canadian Bar Association.

Other Matters Concerning the Amalgamation

The completion of the Amalgamation is subject to the approval of TSX Venture and all other necessary regulatory approval. The completion of the Amalgamation is also subject to additional conditions precedent, including completion of the Nouveau-Monde Private Placement for gross proceeds of a minimum of $1,825,000, shareholder approval of Tucson and Nouveau-Monde, satisfactory completion of due diligence reviews by both parties, completion of the Nouveau-Monde Warrant Exercise, board of directors approval of Tucson and Nouveau-Monde on the Amalgamation, the continuance of Tucson from the Business Corporations Act (Alberta) to the CBCA and certain other usual conditions.

The Amalgamation will be an arm's length transaction as none of the directors, officers or insiders of Tucson own any interest in Nouveau-Monde.

Tucson also announces it has reserved additional Tucson Common Shares in order to grant stock options to purchase up to 10% of the issued and outstanding Amalco Common Shares (the "Amalco Stock Options") pursuant to the stock option plan of Tucson, subject to TSX Venture and shareholder approvals, at a price of $0.27 per Amalco Common Share, upon the completion of the Amalgamation. The parties agree the New Stock Options may be granted to directors, officers, employees and consultants of Amalco, as determined by the Board of Directors of Amalco immediately following the completion of the Amalgamation.

Tucson will apply to the TSX Venture for an exemption from the sponsorship requirements in connection with the Amalgamation. There is no assurance that such exemption will be granted. If such exemption is not granted, Tucson will be required to engage a sponsor for the Amalgamation.

Trading of the Tucson Common Shares will not resume until all steps referenced in the Policy 2.4 of the TSX Venture have been completed. Tucson will issue a further news release when TSX Venture has received the necessary documentation and trading of the Tucson Common Shares is to resume.

As indicated above, completion of the Amalgamation 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 Amalgamation will be completed as proposed or at all.

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

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.

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.

The securities of Nouveau-Monde being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

Contact Information

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

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