Nanotech Sciences Corp. Announces Qualifying Transaction
June 20 2008 - 11:13AM
Marketwired
TORONTO, ONTARIO (TSX VENTURE: NAN.P) is pleased to announce
that it entered into an agreement in principal with Natcore
Technology, Inc. ("Natcore") on June 19, 2008, in respect of a
proposed "qualifying transaction" for the purposes of the policies
of the TSX Venture Exchange (the "Exchange").
Under the letter of intent it is proposed that Nanotech, a
capital pool company listed on the Exchange, will acquire all of
the issued and outstanding securities of Natcore or complete some
other form of transaction that has the same effect. Shares of
Natcore will be exchanged on a one-for-one basis for shares of
Nanotech, such that following the exchange, current holders of
Nanotech shares will hold approximately 24.3% (4,577,500 shares) of
the Nanotech shares and current holders of Natcore shares will hold
approximately 75.7% (14,231,619 shares) of the Nanotech shares on a
fully diluted basis before giving effect to the private placement
described below.
Concurrently with the closing of the qualifying transaction the
resulting issuer intends to complete an equity private placement
financing raising gross proceeds to Nanotech of a minimum of
$2,000,000.
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.
About Natcore Technology, Inc.
Natcore was incorporated in Delaware in 2003, specifically to
exploit the patent pending technology over which it owns the
exclusive license from Rice University. The licensed intellectual
property (IP) controls the growth of thin and thick films of
silicon dioxide and mixed silicon oxides on silicon and other
substrates from an aqueous bath at room temperature and
pressure.
Natcore seeks to become a global leader in the growth of thin
and thick films of dielectric and semiconductor materials using
non-vacuum, room temperature processes. Currently, Natcore's
primary focus is to enter and lead the AR coating market for solar
cells by selling a paradigm-shifting, low-cost technology to solar
cell manufacturers that will enable those companies to realize
significantly lower capital costs and higher profit margins from
their own sales.
Charles Provini, President and Chief Executive Officer
Mr. Provini holds an Engineering degree from The U.S. Naval
Academy in Annapolis, Maryland and a Masters degree from the
University of Oklahoma. Previously, he was the President of
Ladenburg Thalmann Asset Management and a Director of Ladenburg
Thalmann, Inc., one of the oldest members of the New York Stock
Exchange. He has served as President of Laidlaw Asset Management as
well as Chairman and Chief Investment Officer of Howe &
Rusling, Laidlaw's Portfolio Management Advisory Group. Prior to
this, he served as President of Rodman & Renshaw's Advisory
Services and President of LaSalle Street Corporation, a
wholly-owned subsidiary of Donaldson, Lufkin & Jenrette.
Mr. Provini has been a leadership instructor at the U.S. Naval
Academy, Chairman of the U.S. Naval Academy's Honor Board and is a
former Marine Corp. officer. He is a frequent speaker at financial
seminars and has appeared on "The Today Show" and "Good Morning
America," discussing financial markets.
Brien F. Lundin, Chairman
The president/CEO of Jefferson Direct, Inc., Mr. Lundin is a
businessman and investor with experience in financing and advising
early-stage technology and natural resource enterprises.
Mr. Lundin is the nationally recognized publisher and editor of
print and Internet-based publications specializing in these areas,
including Gold Newsletter, now in its 37th year of publication. He
is also the owner of the famed New Orleans Investment Conference,
which has hosted thousands of elite private investors as attendees,
and the world's most celebrated investment, economic and
geopolitical figures as presenters.
A press release with further particulars relating to the
proposed transaction will follow in accordance with the policies of
the Exchange.
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.
This news release may contain forward-looking statements that
are based on Nanotech's expectations, estimates and projections
regarding its business and the economic environment in which it
operates. These statements are not guarantees of future performance
and involve risks and uncertainties that are difficult to control
or predict. Therefore, actual outcomes and results may differ
materially from those expressed in these forward-looking statements
and readers should not place undue reliance on such statements.
Statements speak only as of the date on which they are made, and
Nanotech undertakes no obligation to update them publicly to
reflect new information or the occurrence of future events or
circumstances.
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. The TSX Venture
Exchange Inc. does not accept responsibility for the adequacy or
accuracy of this release.
Contacts: Nanotech Sciences Corp. Scott Walters President &
Chief Executive Officer (416) 369-0374
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