Vancouver, British Columbia--(Newsfile Corp. - May 1, 2015) - BIG NORTH GRAPHITE CORP. (TSXV: NRT) (the "Company" or "Big North"), advises that the Company will be immediately filing for, and seeking approval of, documents relating to the consolidation of the Company's issued and outstanding share capital with the TSX Venture Exchange. The intended consolidation will be on a basis of one post-consolidation common share for every 10 pre-consolidation common shares. This consolidation will reduce the issued and outstanding shares of the Company from 83,985,557 to approximately 8,398,556 shares, assuming no other change in the issued capital.
The Company's outstanding options and warrants will also be adjusted on the same basis (10 for 1) as the common shares, with proportionate adjustments being made to exercise prices.
Fractional common shares will not be issued, and no cash will be paid in lieu of fractional post-consolidation common shares. The number of post-consolidation common shares to be received by a shareholder will be rounded up or down to the nearest whole common share.
A letter of transmittal will be mailed to shareholders advising that: (i) the consolidation has taken effect; and (ii) shareholders should surrender their existing share certificates (representing pre-consolidation common shares) for replacement share certificates (representing post-consolidation common shares). Until surrendered, each existing share certificate will be deemed, for all purposes, to represent the number of common shares to which the holder thereof is entitled as a result of the consolidation.
The Board of Directors believes that the proposed share consolidation will better position the Company to raise the funds it requires to finance continuing business activities and advance its El Tejon Flake Graphite project.
The Company's articles of incorporation authorize the board of directors to approve certain changes to the company's capital structure, including the consolidation. As such, shareholder approval is not required.
The consolidation is subject to approval by the TSX Venture Exchange. The Company does not intend to change its name or its current trading symbol in connection with the proposed share consolidation.
The effective date of the consolidation will be disclosed in a subsequent news release. Notwithstanding the foregoing, the board of directors may, at its discretion, determine not to effect the consolidation.
The Company's Board of Directors believe that the Company's flagship project, the El Tejon project, presents an opportunity for the Company to achieve a significant position in the rapidly expanding world graphite market and, as such, will focus the Company's resources on moving the El Tejon project towards re-starting production. The 500 hectare El Tejon property is located adjacent to the town of San Francisco Telixtlahuaca, approximately 38 km northwest of Oaxaca in the state of Oaxaca, Mexico. El Tejon, Mexico's only flake graphite mine, produced a premium quality product from a dual processing line that crushed, milled, floated, dried, screened and packed a final product.
The Company's management and TetraTech, its consultants, have carefully reviewed the mine and mill site and have determined that one processing line of the operation can be restarted in a six month period at an estimated cost of $2.5 million USD (see News Release of August 14, 2014). Management believes that the project has the shortest time frame to production and lowest start-up costs and capital expenditure of any such flake graphite project in the world. The second processing line would be re-started in an orderly manner in line with initial operating experience.About Big North Graphite Corp.
Big North is a graphite development and exploration company focused on select projects in Mexico and Canada, including the past producing El Tejon flake graphite mine and mill in Oaxaca, Mexico. Big North is poised to capitalize on the increasing strategic demand for graphite throughout the world, a demand that is being driven by the growth in new, green technologies including the lithium ion batteries that are being used in hybrid and fully electric vehicles.
ON BEHALF OF THE BOARD
(signed) "Spiro Kletas"
Spiro Kletas
President and Chief Executive Officer
Telephone: (604) 629-8220
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Except for historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially. Except as required pursuant to applicable securities laws, the Company will not 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 the Company.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities issued, or to be issued, under the Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
