Sep 30, 2013
Copper North Executes Share Exchange Agreement
Vancouver, British Columbia -- Copper North Mining Corp. ("Copper North" or the "Company") (TSX.V:COL) announces that it has signed an agreement to exchange 14.5 million units of Copper North (the "Units") for 442,423 ordinary shares of Global Resources Investment Trust Plc (the "Transaction").
Global Resources Investments Ltd ("GRIL"), an arm's length party to the Company, is a UK-based company whose objective to generate medium and long-term capital growth through investment in a diverse portfolio of primarily small and mid-capitalized natural resource companies that are listed on various global stock exchanges. GRIL is seeking to re-register as a public company and be constituted as a UK investment trust with the name "Global Resources Investment Trust Plc" ("GRIT") and seek admission of its ordinary shares on the main market for listed securities on the London Stock Exchange.
Copper North has agreed to exchange 14.5 million Units at a deemed issue price of $0.05 per Unit. Each Unit shall consist of one common share of the Company and one non-transferable common share purchase warrant (a "Warrant"), exercisable at $0.10 per Warrant share for 18 months from the date of issuance, subject to certain acceleration provisions. In consideration for the Units, GRIT has agreed to issue and deliver to Copper North 442,423 ordinary shares of GRIT (the "GRIT Shares") at a deemed issue price of £1.00 per GRIT Share. The Company intends to sell the GRIT Shares through the facilities of the London Stock Exchange.
Closing of the Transaction is subject to a number of conditions, including approval of the TSX Venture Exchange, the GRIT Shares being freely tradeable and not subject to any resale restrictions, and GRIT successfully listing on the London Stock Exchange.
On behalf of the Board of Directors:
Dr. Sally Eyre
President, CEO and Director
For Further Information
Dr. Sally Eyre
President, CEO and Director
About Copper North
Copper North is a Canadian mineral exploration and development company. Copper North's assets include the Carmacks Copper Project located in the Yukon, and the Redstone Property located in the Northwest Territories. Copper North trades on the TSX Venture Exchange under the symbol COL.
This news release includes certain forward-looking information or forward-looking statements (collectively "Forward-Looking Information") for the purposes of applicable securities laws. Forward-Looking Information includes, but is not limited to, statements with respect to the completion of the proposed Transaction, the price of the Units and the GRIT Shares issued pursuant to the Transaction, the sale of the GRIT Shares and timing of shareholder approval. In certain cases, Forward-Looking Information can be identified by the use of words and phrases such as "intends", "plans", "expects" or "does not expect", "scheduled", "estimates", anticipates", "potential", "recommends" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would" or "will be taken", "occur" or "be achieved". These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements to differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include, among others, the timeliness and success of regulatory and shareholder approvals, the conditions to the Transaction not being satisfied, the Company not being able to sell the GRIT Shares, market prices, general economic, market or business conditions, uninsured risks, and regulatory changes. In making the forward-looking statements, the Company has applied several material assumptions including, but not limited to, the assumptions that the Transaction will receive required regulatory and shareholder approvals, GRIL will be able to re-register as a public company, GRIT will list on the London Stock Exchange, other conditions to the Transaction will be satisfied, the Transaction will proceed as planned, the Company will be able to sell the GRIT Shares, market fundamentals will result in sustained market prices, and any additional financing needed will be available when needed. Although the Company has attempted to identify important factors that could affect the Company and may cause actual actions, events or results to differ materially from those described herein, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that Forward-Looking Information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on Forward-Looking Information. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise except as otherwise required by applicable securities legislation.
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.
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