NBO.P Nebo Capital Corp

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A
VIOLATION OF U.S. SECURITIES LAWS.


Nebo Capital Corp. (the "Corporation") (TSX VENTURE:NBO.P) is pleased to
announce that it has entered into a letter of intent dated November 29, 2013
(the "Letter of Intent") with Lara Exploration Ltd. ("Lara") and privately held
Kiwanda Mines (NA) LLC ("Kiwanda"), wherein the Corporation will acquire the
interests held by Lara and Kiwanda in certain mineral exploration properties and
assets (the "Properties") located in Colombia (the "Acquisition"). Concurrent
with the Acquisition, the Corporation intends to consolidate its common shares
on a 3-1 basis, change its name and complete the Private Placement, as described
below. 


The Corporation is a capital pool company and intends for the Acquisition to
constitute the "Qualifying Transaction" of the Corporation as such term is
defined in the policies of the TSX Venture Exchange (the "Exchange"). The
Acquisition is an arm's length transaction. Upon completion of the Acquisition,
it is expected that the Corporation will be a Tier 2 Mining Issuer. 


Lara is a publicly traded mineral exploration company existing under the laws of
British Columbia whose shares trade on the TSX Venture Exchange under the symbol
"LRA". Kiwanda is a private limited liability company existing under the laws of
the State of Oregon, USA.


Highlights of the Acquisition

Under the terms of the Letter of Intent, the Corporation, Lara and Kiwanda will
negotiate and enter into a definitive agreement incorporating the principal
terms of the Acquisition as described in this press release, and in addition,
such other terms and provisions of a more detailed nature as the parties may
agree upon. However, there is no assurance that a definitive agreement will be
successfully negotiated or entered into.


The Corporation intends to acquire the interests of Lara and Kiwanda in the
Properties (as described below) indirectly by the acquisition of 100% of the
issued and outstanding shares in a newly incorporated company ( "BC Newco") in
consideration for a total of 10,000,000 post consolidated common shares ("Post
Consolidated Common Shares") in the capital of the Corporation. The Post
Consolidated Common Shares will be issued at a deemed price of CAD $0.50 per
share representing a deemed acquisition value of $5,000,000. 


Upon completion of the Acquisition, the Corporation will be engaged in the
business of exploring for, with the ultimate goal of developing and producing
coal from the Properties. In addition, the Corporation may explore and develop
such other properties and interests as may be subsequently acquired by the
Corporation. 


The Corporation currently has 2,320,000 Common Shares issued and outstanding and
options to acquire 250,000 Common Shares outstanding. The Corporation intends to
request approval from the shareholders for the consolidation of the common
shares on a 1 new for every 3 old common shares issued and outstanding. 


Given effect to the proposed 1 new for 3 old consolidation, upon closing of the
Acquisition and the completing the maximum amount of the Private Placement (as
described below), it is expected that the Corporation will have approximately
20,783,333 Post Consolidated Common Shares issued and outstanding and options
plus warrants to acquire 10,083,333 Post Consolidated Common Shares outstanding.


The Properties

It is anticipated that Lara and Kiwanda will transfer the following
assets/rights into BC Newco that will then be acquired by the Corporation. BC
Newco is anticipated to hold: 




1.  a 19.91% equity interest in Carbhid SAS ("Carbhid"), a Bogota, Colombia-
    based coal producer which holds an operating contract on the Escalones
    concession in the Boyaca district, where it is developing underground
    coal mining operations targeting thermal- and metallurgical-grade coal.
    During 2012, Carbhid completed the El Diamante inclined shaft and
    related reserve development, which began small-scale production for sale
    to a local thermoelectric power plant in mid-2013. BC Newco will also
    have the option to acquire a 51% interest in the Escalones coal mining
    lease. 
2.  the option to acquire a 75% interest in the Pelaya exploration prospect,
    in the Cesar district of northern Colombia. The approximately 1,600-
    hectare Pelaya prospect lies at the southern end of one of the principal
    coal-producing basins of Colombia, covering an area not previously drill
    tested. The option calls for cash payments of $3.8-million (U.S.)
    payable over five years. (see Lara press release dated November 18,
    2013.) and 
3.  a 100% interest in Andean Coal Alliance (BVI) Ltd (the "Coal Alliance").



Andre Gauthier, Lara's president, a member of the Quebec Order of Engineers, is
a qualified person as defined by National Instrument 43-101 - Standards of
Disclosure for Mineral Projects, and has verified and approved the disclosure of
the technical information in this news release. 


Private Placement

The Acquisition is subject to the raising of gross proceeds of a minimum of
$4,000,000 and a maximum of $6,000,000 through the issuance of subscription
receipts of the Corporation (the "Subscription Receipts") at a price of $0.50
per Subscription Receipt. Each Subscription Receipt shall entitle the holder to
acquire a Unit (as described below) of the Corporation for no additional
consideration. Each Unit shall consist of one Post-Consolidated Common Share and
one common share purchase warrant in the Corporation ("Warrants'). Each Warrant
shall entitle the holder to acquire a Post Consolidated Common Share at an
exercise price of $0.75 per Post Consolidated Common Share on the date that is 5
years from the date of issuance.


The gross proceeds from the Private Placement shall be placed with a
subscription receipt agent and held until the completion of the Acquisition at
which time the Subscription Receipts will be automatically converted into Post
Consolidated Common Shares and Warrants and the gross proceeds shall be released
to the Corporation. If the Acquisition is not completed within 150 days from the
date of completion of the Private Placement, the subscription receipt agent
shall return the gross proceeds, plus accrued interest, to the holders of the
Subscription Receipts and the Subscription Receipts shall be cancelled and
rendered null and void.


It is also anticipated that, in connection with the Acquisition, the proceeds
from the Private Placement (as defined below) will be used: (a) to fund the
business of the Corporation, including, exploration, development, repayment of a
US$400,000 loan to Lara and the general and administrative expenses; (b) for
Acquisition expenses; and (c) for general working capital purposes. The
securities issued pursuant to the Private Placement (as defined below) may be
subject to restricted resale periods in Canada pursuant to applicable securities
law and Exchange policy and escrow pursuant to Exchange policy. 


The Corporation may pay a cash finder's fee of up to 7% of the proceeds of the
Private Placement, if and only if the gross proceeds are released to the
Corporation. 


Sponsorship of the Acquisition

Sponsorship of a qualifying transaction of a capital pool company is required by
the Exchange unless exempt in accordance with the policies of the Exchange. 


Additional Information

In accordance with Exchange policy, the Corporation's shares are currently
halted from trading and will remain so until such time as the Exchange
determines, which, depending on the policies of the Exchange, may not occur
until the completion of the Acquisition. 


If and when a definitive agreement between the Corporation and Lara and Kiwanda
is executed, the Corporation will issue a subsequent press release in accordance
with the policies of the Exchange containing the details of the definitive
agreement and additional terms of the Acquisition, including information
relating to sponsorship, summary financial information in respect of BC Newco,
and to the extent not contained in this press release, additional information
with respect to the Private Placement, and the proposed directors, officers, and
insiders of the Corporation upon completion of the Acquisition.


Completion of the Acquisition is subject to a number of conditions including but
not limited to, the closing of Private Placement, Exchange acceptance and if
required by Exchange policies, majority of the minority shareholder approval.
Where applicable, the Acquisition cannot close until the required shareholder
approval is obtained. There can be no assurance that the Acquisition 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 Acquisition,
any information released or received with respect to the Acquisition 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.


A further press release will be prepared and disseminated regarding the
Acquisition and related transactions, in due course, in compliance with the
policies of the Exchange as information becomes available.


The Exchange has in no way passed upon the merits of the proposed Acquisition
and has neither approved nor disapproved the contents of this press release.


Cautionary statements

This news release contains "forward-looking information" within the meaning of
applicable securities laws relating to the proposal to complete the Acquisition
and associated transactions, including statements regarding the terms and
conditions of the Acquisition, the Private Placement, and the use of proceeds of
the Private Placement. Readers are cautioned to not place undue reliance on
forward-looking information. Actual results and developments may differ
materially from those contemplated by these statements depending on, among other
things, the risks that the parties will not proceed with the Acquisition, the
Private Placement and associated transactions, that the ultimate terms of the
Acquisition, the Private Placement and associated transactions will differ from
those that currently are contemplated, and that the Acquisition, the Private
Placement and associated transactions will not be successfully completed for any
reason (including the failure to obtain the required approvals or clearances
from regulatory authorities). The statements in this press release are made as
of the date of this release. The Corporation undertakes no obligation to comment
on analyses, expectations or statements made by third-parties in respect of the
Corporation, Lara, Kiwanda, their securities, or their respective financial or
operating results or (as applicable).


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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Nebo Capital Corp.
K. Peter Miller
Director
(604) 689-1428

Nebo Capital Corp (TSXV:NBO.P)
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Nebo Capital Corp (TSXV:NBO.P)
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