TSXV: GGE
VANCOUVER, July 11, 2013 /CNW/ - Great Northern Gold Exploration Corp. (TSX-V: GGE) (the "Company" or "GGE") is pleased to announce that it has entered into a letter of intent
(the "LOI") to acquire all of the issued and outstanding securities of
an Ontario-based specialty finance company with operations in North
America (the "Target"). The acquisition of the Target is subject to a
number of material conditions precedent. Pursuant to the terms of the
LOI, concurrent with the closing of the acquisition, the Company's
management and directors will be replaced with nominees of the Target
and will issue sufficient securities such that the transaction will
constitute a Change of Business Reverse Takeover ("RTO") under the
rules and policies of the Toronto Venture Exchange (the "Exchange").
The LOI contemplates material conditions precedent to be fulfilled prior
to there being a binding agreement between the Company and the Target;
including, the Company arranging an interim bridge credit facility for
the Target, customary due diligence, the negotiation and execution of a
definitive agreement and regulatory, board and shareholder approvals
being obtained.
Until satisfaction of these and other conditions precedent, the
likelihood of closing the transaction is uncertain and trading in the
securities of the Company would be highly speculative. In the event
that the transaction closes, the Company will divest or write off its
resource property interests and the Company will seek listing as an
industrial/finance issuer and will be headquartered in Toronto (the
"Resulting Company"). The specific terms and conditions of the RTO,
together with concurrent financing plans will be disclosed when the
conditions precedent have been fulfilled. Trading in GGE's shares has
been halted pending satisfaction of the conditions precedent contained
in the LOI.
In order to fund the expenses of the proposed RTO, the Company has
arranged a private placement of gross proceeds of $250,000 by way of
the issuance of 5,000,000 common shares at $0.05 per share, subject to
regulatory approval.
Capitalization:
Number of common shares outstanding: 20,220,867
Number of fully diluted shares outstanding: 24,507,533
STATEMENTS IN THIS PRESS RELEASE REGARDING THE COMPANY'S BUSINESS WHICH
ARE NOT HISTORICAL FACTS ARE "FORWARD-LOOKING STATEMENTS" THAT INVOLVE
RISKS AND UNCERTAINTIES, SUCH AS ESTIMATES AND STATEMENTS THAT DESCRIBE
THE COMPANY'S FUTURE PLANS, OBJECTIVES OR GOALS, INCLUDING WORDS TO THE
EFFECT THAT THE COMPANY OR MANAGEMENT EXPECTS A STATED CONDITION OR
RESULT TO OCCUR. SINCE FORWARD-LOOKING STATEMENTS ADDRESS FUTURE EVENTS
AND CONDITIONS, BY THEIR VERY NATURE, THEY INVOLVE INHERENT RISKS AND
UNCERTAINTIES. ACTUAL RESULTS IN EACH CASE COULD DIFFER MATERIALLY FROM
THOSE CURRENTLY ANTICIPATED IN SUCH STATEMENTS. THE COMPANY DOES NOT
ASSUME ANY OBLIGATION TO UPDATE OR REVISE EVENTS OR CIRCUMSTANCES
UNLESS REQUIRED BY APPLICABLE SECURITIES LAWS.
The TSX Venture Exchange Inc. has in no way passed upon the merits of
the proposed transaction and has neither approved nor disapproved the
contents of this press release.
Neither the TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
SOURCE: Great Northern Gold Exploration Corporation
