TSXV: GGE
VANCOUVER, July 11, 2013 /CNW/ - Great Northern Gold
Exploration Corp. (TSX-V: GGE) (the "Company" or
"GGE") is pleased to announce that it has entered into a
letter of intent (the "LOI") to acquire all of the issued and
outstanding securities of an Ontario-based specialty finance company with
operations in North America (the
"Target"). The acquisition of the Target is subject to a number of
material conditions precedent. Pursuant to the terms of the LOI,
concurrent with the closing of the acquisition, the Company's
management and directors will be replaced with nominees of the
Target and will issue sufficient securities such that the
transaction will constitute a Change of Business Reverse Takeover
("RTO") under the rules and policies of the Toronto Venture
Exchange (the "Exchange").
The LOI contemplates material conditions
precedent to be fulfilled prior to there being a binding agreement
between the Company and the Target; including, the Company
arranging an interim bridge credit facility for the Target,
customary due diligence, the negotiation and execution of a
definitive agreement and regulatory, board and shareholder
approvals being obtained.
Until satisfaction of these and other conditions
precedent, the likelihood of closing the transaction is uncertain
and trading in the securities of the Company would be highly
speculative. In the event that the transaction closes, the Company
will divest or write off its resource property interests and the
Company will seek listing as an industrial/finance issuer and will
be headquartered in Toronto (the
"Resulting Company"). The specific terms and conditions of the RTO,
together with concurrent financing plans will be disclosed when the
conditions precedent have been fulfilled. Trading in GGE's shares
has been halted pending satisfaction of the conditions precedent
contained in the LOI.
In order to fund the expenses of the proposed
RTO, the Company has arranged a private placement of gross proceeds
of $250,000 by way of the issuance of
5,000,000 common shares at $0.05 per
share, subject to regulatory approval.
Capitalization:
Number of common shares outstanding: 20,220,867
Number of fully diluted shares outstanding: 24,507,533
STATEMENTS IN THIS PRESS RELEASE REGARDING THE
COMPANY'S BUSINESS WHICH ARE NOT HISTORICAL FACTS ARE
"FORWARD-LOOKING STATEMENTS" THAT INVOLVE RISKS AND UNCERTAINTIES,
SUCH AS ESTIMATES AND STATEMENTS THAT DESCRIBE THE COMPANY'S FUTURE
PLANS, OBJECTIVES OR GOALS, INCLUDING WORDS TO THE EFFECT THAT THE
COMPANY OR MANAGEMENT EXPECTS A STATED CONDITION OR RESULT TO
OCCUR. SINCE FORWARD-LOOKING STATEMENTS ADDRESS FUTURE EVENTS AND
CONDITIONS, BY THEIR VERY NATURE, THEY INVOLVE INHERENT RISKS AND
UNCERTAINTIES. ACTUAL RESULTS IN EACH CASE COULD DIFFER MATERIALLY
FROM THOSE CURRENTLY ANTICIPATED IN SUCH STATEMENTS. THE COMPANY
DOES NOT ASSUME ANY OBLIGATION TO UPDATE OR REVISE EVENTS OR
CIRCUMSTANCES UNLESS REQUIRED BY APPLICABLE SECURITIES LAWS.
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.
SOURCE Great Northern Gold Exploration Corporation