/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
- Kermode renamed "NSGold Corporation"
- "NSGold Corporation" to trade under the symbol "NSX"
VANCOUVER, June 23 /CNW/ - Kermode Capital Ltd. ("Kermode") is pleased to announce that it has closed its previously-announced Qualifying Transaction (see press release dated March 8, 2010) with NSGold Corporation ("NSGold") and the four shareholders of NSGold (the "NSGold Shareholders"), the whole in accordance with TSX Venture Exchange (the "Exchange") Policy 2.4 concerning Capital Pool Companies.
Johannes H.C. van Hoof, the newly-appointed President and Chief Executive Officer of NSGold Corporation, stated, "I am very pleased to announce the closing of the NSGold/Kermode Qualifying Transaction, together with the $4.1 million equity raise. I also am very excited to see such a strong investor interest in the offering with investors from Canada, the United States, Europe, South America and Australasia. I look forward to updating our shareholders in the near future regarding the company's gold exploration and development activities."
Pursuant to the Qualifying Transaction, Kermode acquired all of the issued and outstanding common shares in the capital of NSGold from the NSGold Shareholders in exchange for the issuance of an aggregate of 11,000,000 common shares in the capital of Kermode (each, a "Kermode Share"), at a deemed price of $0.25 per Kermode Share, to the NSGold Shareholders on a pro-rata basis, based on each NSGold Shareholder's shareholding in NSGold. All of the foregoing Kermode Shares are subject to a Tier 2 value security escrow agreement entered into among Kermode, Computershare Trust Company of Canada and each of the NSGold Shareholders pursuant to which such shares will be held in escrow for a period of three years from the date the Exchange issues its Final Exchange Bulletin for the Qualifying Transaction (which will be accelerated to eighteen months should Kermode graduates to become a Tier 1 Issuer on the Exchange), subject to the release provisions set out in the agreement.
In connection with the closing of the Qualifying Transaction, but immediately prior to the closing of the concurrent private placement, Kermode completed a short form vertical amalgamation with NSGold in order to facilitate the issuance of the "flow-through" common shares to certain of the subscribers under the private placement.
Concurrently with the closing of the Qualifying Transaction, Kermode completed a private placement of an aggregate of 6,880,731 "flow-through" common shares at a price of $0.30 per share and 8,225,140 common shares at a price of $0.25 per share, for aggregate gross proceeds to Kermode of $4,120,504. Each of the "flow-through" common shares and common shares issued and sold under the private placement were accompanied by one-half of a common share purchase warrant. Each whole warrant entitles the holder thereof to acquire one additional common share at an exercise price of $0.50 per share for a period of twelve months from the closing of the private placement, subject to the condition that if at any time following four months after the issue date of the warrants, the closing price of the common shares of Kermode on the Exchange exceeds $0.65 per share for a period of not less than ten consecutive trading days, Kermode may reduce the period during which the warrants may be exercised (the "Acceleration Right"), such that the warrants may be exercised only for a period of 30 days commencing on the day following the date on which Kermode provides written notice to the holder of the warrants of Kermode's exercise of the Acceleration Right.
The net proceeds of the private placement will be used primarily to explore and develop the Mooseland Gold Property and to further the stated business objectives of NSGold Corporation, as described under the heading "Available Funds and Principal Purposes" in Kermode's Filing Statement dated June 3, 2010, a copy of which is available under Kermode's issuer profile on SEDAR (www.sedar.com).
The private placement was led by Citadel Securities Inc. ("Citadel") and included the participation of the MineralFields Group, which subscribed for an aggregate of 3,333,333 "flow-through" common shares through two of its Pathway funds.
In connection with the closing of the private placement, Citadel and certain sub-agents received an aggregate cash compensation of $280,564 and were issued an aggregate of 1,018,643 non-transferable agent's options entitling the holders thereof to acquire up to an aggregate of 1,018,643 units of Kermode at an exercise price of $0.25 per unit for a period of twelve months from the closing of the private placement. Each unit consists of one common share and one-half of a common share purchase warrant. Each whole warrant entitles the holder thereof to acquire one additional common share at an exercise price of $0.50 per share for a period of twelve months from the closing of the private placement. The security component of the foregoing agents' compensation differs from what was originally contemplated in the filing statement dated June 3, 2010, namely agent's options, with each option exercisable for one common share at a price of $0.25 per share for a period of two years following the closing of the Qualifying Transaction. The revised terms and conditions of the agent's options was negotiated at arm's length between the parties in the context of the market.
In addition, Citadel was granted an aggregate of 600,000 facilitation fee warrants entitling it to acquire up to an aggregate of 600,000 common share at an exercise price of $0.25 per share for a period of two years from the closing of the private placement.
Under applicable securities legislation and the policies of the Exchange, all of foregoing securities are subject to a "hold period" expiring on October 19, 2010.
Name Change and New Trading Symbol
Following the closing of the Qualifying Transaction and concurrent private placement, Kermode changed its corporate name to "NSGold Corporation". The common shares of NSGold Corporation will be listed on the Exchange under the new trading symbol "NSX", and are expected to commence trading in the coming days.
As a result of the closing of the Qualifying Transaction and the concurrent private placement, there are 30,105,871 common shares of NSGold Corporation issued and outstanding, 8,352,936 common share purchase warrants outstanding, 400,000 incentive stock options outstanding and 1,018,643 agent's options outstanding.
Board of Directors and Officers
In connection with the closing of the Qualifying Transaction, Jason Bloom, Marcus Weston, Daniel O'Brien and Lamont Tolley resigned as directors of Kermode and Johannes H.C. van Hoof, Grant Loon and James M. Proudfoot were appointed to the Board of Directors of Kermode, now NSGold Corporation.
Johannes H.C. van Hoof is the President and Chief Executive of NSGold Corporation, Glenn A. Holmes is the Chief Financial Officer of NSGold Corporation, and Neil Wiener is the Secretary of NSGold Corporation.
Neither 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.
The securities offered pursuant to the private placement have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States and these securities may not be offered or sold, directly or indirectly, within the United States or to or for the account or benefit of a U.S. person (as defined in Regulation S under the U.S. Securities Act) without registration under the U.S. Securities Act and any applicable state securities laws unless an exemption from registration is available. This news release is not an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction.
SOURCE NSGold Corporation
For further information: For further information: Glenn A. Holmes, Chief Financial Officer, NSGold Corporation, (902) 483-2308, firstname.lastname@example.org