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VANCOUVER, Sept. 1, 2015 /CNW/ - Cannon Point Resources Ltd. (TSXV: CNP) ("Cannon Point" or the "Company") announces, further to its press release of August 10, 2015, that it has entered into a definitive arrangement agreement (the "Agreement") with Northern Dynasty Minerals Ltd. ("Northern Dynasty") with respect to the acquisition by Northern Dynasty of 100% of the outstanding securities of Cannon Point.
The transaction will be implemented by way of a statutory plan of arrangement and is subject to customary closing conditions, including approval by the securityholders of Cannon Point by at least 2/3 of the votes cast, court approval and regulatory approval.
Assuming the timely receipt of such approvals, the transaction is expected to close in October 2015.
As part of the transaction, Northern Dynasty and Cannon Point have also entered into definitive agreements with respect to the $4.25 million secured loan to be provided by Cannon Point to Northern Dynasty upon execution of the Agreement. The loan would be repayable after 30 days in the event that the transaction does not complete due to a Northern Dynasty breach and 180 days from termination if the transaction does not complete for any other reason.
Northern Dynasty has also entered into standard lock-up agreements with certain security holders of Cannon Point, including with holders of approximately 21% of the outstanding common shares of Cannon Point to vote in favour of the transaction.
The Agreement provides for, among other things, a non-solicitation covenant on the part of Cannon Point, subject to customary "fiduciary out" provisions that entitle Cannon Point to consider and accept a superior proposal, a right in favour of Northern Dynasty to match any superior proposal and, in certain circumstances, the payment of a termination fee.
The transaction is not subject to Northern Dynasty shareholder approval.
ON BEHALF OF THE BOARD OF DIRECTORS
President & Director
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 NEWS RELEASE
This news release contains certain forward-looking information and statements within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "may", "might", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information and/or statements. Forward-looking statements and/or information are based on a number of material factors, expectations and/or assumptions of Cannon Point which have been used to develop such statements and/or information but which may prove to be incorrect. Although Cannon Point believes that the expectations reflected in such forward-looking statements and/or information are reasonable, undue reliance should not be placed on forward-looking statements as Cannon Point can give no assurance that such expectations will prove to be correct. In addition to other factors and assumptions which may be identified herein, assumptions have been made regarding, among other things: that the Acquisition will be effected as currently proposed, and that all requisite shareholder, regulatory and third party consents will be obtained in connection therewith in form and substance acceptable to Cannon Point and Northern Dynasty; the anticipated timing of the Acquisition and the expected benefits of the Acquisition; that Northern Dynasty will continue to conduct its operations in a manner consistent with past operations; Northern Dynasty's future plans; availability of financing and/or cash flow to fund current and future plans and expenditures; the general stability of applicable economic and political environments; the general continuance of current industry conditions and the timely receipt of any required regulatory approvals. The forward-looking information and statements included in this news release are not guarantees of future performance and should not be unduly relied upon. Such information and/or statements, including the assumptions made in respect thereof, involve known and unknown risks, uncertainties and other factors that may cause actual results and/or events to differ materially from those anticipated in such forward-looking information and/or statements including, without limitation: risks associated with the failure to complete the Acquisition as currently proposed or at all; risks associated with the uncertainty of exploration results and estimates, exploration risk, the uncertainty of obtaining all applicable regulatory and/or shareholder approvals. Furthermore, the forward-looking statements contained in this news release are made as at the date of this news release and Cannon Point does not undertake any obligations to publicly update and/or revise any of the included forward-looking statements, whether as a result of additional information, future events and/or otherwise, except as may be required by applicable securities laws.
United States Advisory
The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), have been offered and sold outside the United States to eligible investors pursuant to Regulation S promulgated under the U.S. Securities Act, and may not be offered, sold, or resold in the United States or to, or for the account of or benefit of, a U.S. Person (as such term is defined in Regulation S under the United States Securities Act) unless the securities are registered under the U.S. Securities Act, or an exemption from the registration requirements of the U.S. Securities Act is available. Hedging transactions involving the securities must not be conducted unless in accordance with the U.S. Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in the state in the United States in which such offer, solicitation or sale would be unlawful.
SOURCE Cannon Point Resources Ltd.
For further information: David Farrell, President & Director, Tel: (604) 609-6110