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VANCOUVER, Nov. 3,
2014 /CNW/ - Flinders Resources Limited
("Flinders") (TSXV: FDR) and Big North Graphite
Corp.("Big North") (TSXV: NRT) announce that further
to the joint news release of October 21,
2014, the companies have agreed to extend the due diligence
period to November 30, 2014. As
a result, the entering into a definitive agreement to incorporate
the terms of the binding letter agreement dated August 29, 2014 (the "Letter Agreement"),
has been extended to November 30,
2014.
The extension is necessary as additional time is
required to finalize key due diligence matters and enter into a
definitive agreement.
Under the Letter Agreement, Flinders will acquire
all of the issued and outstanding common shares of Big North by way
of a plan of arrangement under the Business Corporations Act
(British Columbia) (the
"Arrangement"). Upon completion of the Arrangement,
Big North will become a wholly-owned subsidiary of Flinders.
Under the terms of the Arrangement, Big North
shareholders will receive one Flinders common share (a "Flinders
Share") for each nine Big North common shares (the "Big
North Shares") resulting in the issuance of approximately 9
million Flinders Shares in exchange for 81 million Big North
Shares.
The Arrangement is subject to standard closing
conditions for a transaction of this nature including, without
limitation, receipt of all required shareholder, court and
regulatory approvals.
Big North will hold a shareholder meeting to
consider and approve the Arrangement. The terms of the
Arrangement will be described in further detail in the Management
Information Circular of Big North to be filed with regulatory
authorities and mailed to Big North shareholders in accordance with
applicable securities laws.
Big North security holders and other interested
parties are advised to read the materials relating to the proposed
Arrangement that will be filed by Big North with securities
regulatory authorities in Canada
when they become available. Anyone may obtain copies of these
documents when available free of charge at the Canadian Securities
Administrators' website at www.sedar.com.
This announcement is for informational purposes
only and does not constitute an offer to purchase, a solicitation
of an offer to sell the shares or a solicitation of a proxy.
This news release does not constitute an offer to
sell or a solicitation of an offer to buy any of the securities in
the United States. The securities
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities
Act"), or any state securities laws and may not be offered or
sold within the United States or
to U.S. Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
About Flinders Resources Limited.
Flinders is a resource company that owns 100% of
the Woxna Graphite Mine, a unique and strategic European graphite
project in central Sweden which
has recently restarted production.
About Big North Graphite Corp.
Big North is a company focused on the restarting
of the El Tejon flake graphite project in Mexico. The El
Tejon flake graphite project lies within the Oaxaca Terrane of the
Sierra Madre del Sur Province of southern Mexico. The project consists of one concession
totaling 500 hectares. The mine and mill were built in 1980 by the
Government of Mexico. The plant started operations in 1981
and in 1989 was expanded to twin process line with a rated
production capacity of 3500 – 7000 t/y of high quality flake
graphite. In 1989, the project was sold to private interests and
operated until 2002, when low graphite prices forced the closure of
the mine. Since then, the El Tejon Project has been held on
care and maintenance, and is ready to be brought back to
production.
Forward-Looking Information
Certain information in this news release contains
forward-looking statements and forward-looking information within
the meaning of applicable securities laws (collectively
"forward-looking statements"). All statements, other than
statements of historical fact are forward-looking statements.
Forward-looking statements are based on the beliefs and
expectations of each of Flinders and Big North as well as
assumptions made by and information currently available to each of
Flinders' and Big North's management. Such statements reflect
the current risks, uncertainties and assumptions related to certain
factors including, without limitations, failure to successfully
complete the Arrangement, capital and other costs varying
significantly from estimates, production rates varying from
estimates, changes in world metal markets, changes in equity
markets, uncertainties relating to the availability and costs of
financing needed in the future, equipment failure, unexpected
geological conditions, imprecision in resource estimates or metal
recoveries, success of future development initiatives, competition,
operating performance, environmental and safety risks, delays in
obtaining or failure to obtain necessary permits and approvals from
local authorities, community relations, and other development and
operating risks. Should any one or more of these risks or
uncertainties materialize, or should any underlying assumptions
prove incorrect, actual results may vary materially from those
described herein. Flinders' decision to restart production at
the Woxna graphite project is based on historical production and
Flinders' preliminary economic assessment of the project and
Flinders has no current plans to complete a pre-feasibility or
feasibility study on the project, as a result there is an increased
risk of technical and economic failure for the Woxna Graphite
project. Although each of Flinders and Big North believe that
assumptions inherent in the forward-looking statements are
reasonable, forward-looking statements are not guarantees of future
performance and accordingly undue reliance should not be put on
such statements due to the inherent uncertainty therein. Except as
may be required by applicable securities laws, each of Flinders and
Big North disclaim any intent or obligation to update any
forward-looking statement.
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
the accuracy of this news release.
SOURCE Flinders Resources Limited