Trading Symbol: TSX-V: OCN.P
/NOT FOR DISTRIBUTION TO US WIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES OF AMERICA/
HALIFAX, Sept. 20, 2011 /CNW/ - OCEANUS RESOURCES CORPORATION (TSXV:
OCN.P) (hereinafter called "Oceanus") a capital pool corporation,
announces the TSX Venture Exchange has approved its previously
announced Qualifying Transaction subject to a number of pre-closing and
post closing conditions. The closing date of Oceanus' Qualifying
Transaction and concurrent financing are expected to be completed on or
about September 29, 2011. Oceanus' Filing Statement is available
through the internet on SEDAR which can be accessed at www.sedar.com.
Trading of the common shares of Oceanus was halted at Oceanus's request
when it announced its proposed Qualifying Transaction on March 29, 2011
and will remain halted pending closing of the Qualifying Transaction
and the Exchange's receipt of satisfactory documentation.
Pursuant to the Qualifying Transaction Oceanus will acquire from
Bertrand Brassard a resident of Quebec, 7279388 Canada Inc. a company
incorporated under the Canada Business Corporations Act and
Louis-Philippe Seguin, a resident of Quebec (the "Vendors") the Lac
Mégantic Gold- Base Metal Property in an arms length acquisition (the
"Transaction"). The Lac Mégantic Property is located about 70
kilometers southeast of the mining town of Thetford Mines and 210
kilometers east of Montreal in the Eastern Townships of the Province of
Quebec. The Lac Mégantic Property is composed of 622 claims covering
approximately 36,651 ha or 366.5 km2 and is the claim block is orientated in a northeast-southwest block
(the "Lac Mégantic Property").
The Transaction will take the form of an asset purchase whereby Oceanus
will acquire the Lac Mégantic Property in consideration for the
issuance of 1,000,000 Oceanus common shares to the Vendors at a deemed
issue price of $0.25 per common share, and by paying $162,500. The
Vendors will retain a net smelter royalty ("NSR") of 2%. Oceanus may at
any time purchase one-half of the NSR for $1,000,000. Oceanus shall pay
a finder's fee in accordance with TSXV policy of 125,000 of its common
shares to Ansacha Capital Inc.
Pursuant to TSX-V Listings Policy 2.4, the arm's length purchase of the
Lac Mégantic Property will be Oceanus's qualifying transaction (the
Oceanus proposes to complete a private placement of flow-through common
shares priced at $0.40 for a minimum of $400,000 and a maximum of
$500,000. The flow through common shares will entitle the holder to
certain benefits under the Income Tax Act.
This press release was prepared under the supervision of David R.
Duncan, P. Geo., who is a Qualified Person as defined under National
Instrument 43-101. Mr. Duncan has reviewed the scientific and technical
information in this press release.
"Completion of the transaction is subject to a number of conditions,
including but not limited to, Exchange 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 management
information circular or filing statement to be prepared in connection with the 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 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."
For further information:
Richard Gordon, President, Oceanus Resources Inc., T: 902 441-6700 F : 902 446-2001