NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES
OTTAWA, ON / ACCESSWIRE / April 21, 2021 / NBS Capital Inc. ("NBS" or the "Company") (TSXV:NBS.P) is pleased to announce, further to its press releases of October 19, 2020, January 4, 2021 and February 18, 2021 (the "Press Releases"), that it has received conditional listing approval from the TSX Venture Exchange (the "TSXVE") in connection with its proposed arm's length qualifying transaction (the "Qualifying Transaction") by way of scheme of arrangement (the "Arrangement") under the laws of Australia with Electric Metals (USA) Limited ("EML"). In addition, the Company is pleased to announce that in accordance with applicable Australian statutory procedural requirements, the Federal Court of Australia has approved the Arrangement.
Pursuant to TSXVE policies, the Company has filed a filing statement on Form 3B2 under its profile on www.SEDAR.com. The Company expects that closing of the Qualifying Transaction and completion of the Arrangement will occur as soon as practicable after the outstanding conditions to closing are met, which NBS expects to be on or before April 30, 2021.
NBS is also pleased to announce that it has received TSXVE approval for the consolidation of the common shares (the "Common Shares") of the Company (the "Consolidation"). As previously announced in the Press Releases, the shareholders of the Company approved a special resolution authorizing the Board of Directors to consolidate the Common Shares of the Company in connection with the Arrangement. The Board of Directors has confirmed the Company's intention to proceed with a 0.73271 (new) for every one (old) consolidation (0.73271:1.0) of its Common Shares (the "Conversion Ratio"). In addition, the Company will change its name to "Nevada Silver Corporation" in conjunction with the Arrangement (the "Name Change"). The new ISIN number for the Common Shares on a post-Name Change and post-Consolidation basis is CA64145K1075 and the new CUSIP number is 64145K107. There are currently 7,692,500 Common Shares outstanding; after giving effect to the Consolidation there will be approximately 5,636,372 Common Shares outstanding, prior to the completion of the Arrangement and prior to the exercise of 730,000 outstanding NBS stock options. The stock options are expected to be exercised immediately before the effectiveness of the Consolidation and Name Change, and the underlying Common Shares issued on exercise thereof will also be subject to the Consolidation at the Conversion Ratio.
The shares are expected to begin trading on the TSXVE on a post-Consolidation, post-Name Change basis following completion of the Qualifying Transaction. No fractional shares will be issued in connection with the Consolidation. NBS has mailed letters of transmittal to its registered shareholders so they may submit their old certificates in order to obtain new common share certificates on a post-Consolidation and post-Name Change basis. Registered Shareholders should follow the instructions on the Letter of Transmittal in order to exchange their old pre-Consolidation share certificates for post-Consolidation, post-Name Change share certificates. Shares held in uncertificated form by nonregistered shareholders through brokerage accounts will be converted at the Conversion Ratio through each shareholder's brokerage accounts. Non-registered shareholders should consult their broker for further information.
Final acceptance of the Transaction will occur upon the issuance of the Final Exchange Bulletin (the "Exchange Bulletin") by the TSXVE. Subject to final approval by the TSXV, NBS will no longer be a capital pool company and will be classified as a Tier 2 Mining Issuer pursuant to TSXVE policies trading under the symbol "NSC". NBS will issue a news release once the TSXV issues the Exchange Bulletin and will then advise of the expected listing date.
The Concurrent Financing
In conjunction with the Qualifying Transaction, NBS announced on February 18, 2021 the closing of a non-brokered private placement (the "Concurrent Financing") of an aggregate of 15,301,923 subscription receipts (the "Subscription Receipts") issued by NBS and EML at a price of $0.33 per Subscription Receipt for aggregate gross proceeds of Cdn$5,049,635.13. Immediately prior to closing of the Qualifying Transaction and in connection with the Arrangement, each Subscription Receipts issued by EML will be automatically exercised for one ordinary share of EML and one-half of one ordinary share purchase warrant of EML (each whole such warrant, an "Underlying Warrant"), each of which will be immediately exchanged for one Common Share and one-half of one Common Share purchase warrant of NBS (each whole warrant, an "NBS Warrant"). Concurrently, each Subscription Receipt issued by NBS will be automatically exercised for a Common Share of NBS on a post-Consolidated basis and one-half of one NBS Warrant. Each NBS Warrant will entitle the holder to acquire one share of NBS at an exercise price of $0.60 per share for a period of two years from the closing of the Qualifying Transaction (the "Warrant Expiry Date"). The Company will be entitled to accelerate the Warrant Expiry Date upon notice to the NBS Warrant holders should the closing price of the shares of the Resulting Issuer on the TSXV be greater than $1.00 for twenty consecutive trading days. All securities of NBS issued in connection with the exercise of the Subscription Receipts and the Arrangement will be issued on a post-Consolidation basis.
Trading
Trading in NBS's Common Shares has been halted in compliance with the policies of the TSXVE. It is not expected that trading in NBS's Common Shares will resume prior to the closing of the Qualifying Transaction.
Cautionary Note Regarding Forward-Looking Statements
This press release contains certain "Forward-Looking Statements" within the meaning of applicable securities legislation relating to the proposal to complete the Arrangement and associated transactions, including statements regarding the terms and conditions of the Arrangement, the use of proceeds of the Concurrent Financing, and the business of the Company following completion fo the Qualifying Transaction. The information about EML contained in the press release has not been independently verified by the Company. We use words such as "might", "will", "should", "anticipate", "plan", "expect", "believe", "estimate", "forecast" and similar terminology to identify forward looking statements and forward-looking information. Such statements and information are based on assumptions, estimates, opinions and analysis made by management in light of its experience, current conditions and its expectations of future developments as well as other factors which it believes to be reasonable and relevant. Forward-looking statements and information involve known and unknown risks, uncertainties and other factors that may cause our actual results to differ materially from those expressed or implied in the forward-looking statements and information and accordingly, readers should not place undue reliance on such statements and information. Although the Company believes, in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate, that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. In evaluating forward-looking statements and information, readers should carefully consider the various factors which could cause actual results or events to differ materially from those expressed or implied in the forward looking statements and forward-looking information. The statements in this press release are made as of the date of this release. The Company undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of the Company, EML, their respective securities or their respective financial or operating results (as applicable).
Completion of the transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement prepared in connection with the Qualifying Transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSXV 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 TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
This press release is intended for distribution in Canada only and is not intended for distribution to United States newswire services or dissemination in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, or any state securities laws 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 the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.
All information contained in this press release relating to EML was provided by EML to NBS for inclusion herein. NBS has not independently verified such information and shall bear no liability for any misrepresentation contained therein.
About NBS Capital Inc.
The only business of NBS is the identification and evaluation of assets or businesses with a view to completing a "Qualifying Transaction" in accordance with the policies of the TSXV.
Investors are cautioned that trading in the securities of a capital pool company should be considered highly speculative. For further information, contact: NBS Capital Inc. Paul Barbeau, Chief Executive Officer and Director. Phone: 613-232-1567 x 201.
About Electric Metals (USA) Limited
EML is a public, unlisted company incorporated under the laws of New South Wales, Australia. It is a US-based resource company, with its material asset being the 100% owned Corcoran Canyon Silver Project in Nevada. EML also holds a high-grade manganese project in Minnesota, USA.
SOURCE: NBS Capital Inc.
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