Clermont Announces Letter of Intent with NexGen Energy Ltd.
CLERMONT CAPITAL INC.
736 Granville Street, Suite 100 Vancouver, BC V7Z 1G3 Telephone: 604-684-6730 Fax: 604-684-6740
NEWS RELEASE
CLERMONT ANNOUNCES LETTER OF INTENT WITH NEXGEN ENERGY LTD.
November 30, 2012 – Vancouver, BC – Clermont Capital Inc. (TSX-V: XYZ.P, “Clermont”) is pleased to announce that it has entered into a letter of intent (the “LOI”) dated November 21, 2012 for the acquisition (the “Acquisition”) of NexGen Energy Ltd. (“NexGen”), a private British Columbia corporation. Clermont intends that the Acquisition will constitute Clermont’s “qualifying transaction” for the purposes of Policy 2.4 of the TSX Venture Exchange (the “Exchange”).
Immediately prior to the closing of the Acquisition, Clermont will complete a consolidation of its common shares (the “Clermont Shares”) on a 2.35 for one basis (the “Consolidation”) and complete a corporate name change to “NexGen Energy Ltd.” or such other name as NexGen may determine (the “Name Change”).
The Acquisition is expected to proceed by way of a three-cornered amalgamation between NexGen and a wholly-owned subsidiary of Clermont, with the result that the amalgamated entity will be a wholly-owned subsidiary of Clermont. On closing, shareholders of NexGen will receive one post-Consolidation Clermont Share for each common share of NexGen. On completion of the Acquisition, it is anticipated that Clermont will be classified as a Tier 2 mining issuer. Clermont and NexGen are at arm’s length to one another.
On November 14, 2012, NexGen also entered into an asset purchase agreement with Mega Uranium Ltd. (TSX: MGA) (“Mega” and the “NexGen-Mega Agreement”), pursuant to which NexGen will acquire Mega’s uranium exploration assets located in the Athabasca Basin, Saskatchewan and Thelon Basin, Nunavut (collectively, the “Mega Properties”). The NexGen-Mega Agreement was announced by Mega in a news release issued on November 15, 2012. Pursuant to the NexGen-Mega Agreement, as consideration for the Mega Properties NexGen shall issue to Mega 16,408,815 common shares in the capital of NexGen, subject to adjustment under certain circumstances. If, and to the extent, Mega incurs Canadian exploration expenditures on one or more of the Mega Properties prior to closing, or thereafter under an option agreement to be entered into by NexGen and Mega at closing, NexGen will issue additional common shares of NexGen to Mega in consideration for such Canadian exploration expenditures at a deemed price of $0.40 per share, subject to adjustment as provided in the NexGen-Mega Agreement. It is anticipated that Mega will incur approximately $2.2 million of such expenditures and will acquire up to a 38% equity interest in NexGen.
In connection with the Acquisition, NexGen will complete a non-brokered and brokered private placement (together, the “Financing”). The non-brokered placement consists of units of NexGen, at a price of $0.40 per unit (the “Units”). Each Unit shall be comprised of one common share and one half of one common share purchase warrant. Each whole warrant shall entitle the holder thereof to purchase an additional common share of NexGen at a price of $0.60 per share for a period of 24 months from closing. The brokered placement consists of subscription receipts and/or flow through shares at a price of $0.40 per subscription receipt or flow through share, as the case may be. The subscription receipts shall
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automatically convert into Units upon completion of the Acquisition, pending which the proceeds shall be held in escrow. The brokered placement is being led by Macquarie Capital Markets Canada Ltd.
Upon closing of the Acquisition, the Board of Directors of Clermont will be increased to up to seven persons comprised of four nominees of NexGen, up to two (2) nominees of Mega and one nominee of Clermont.
Completion of the Acquisition is subject to a number of conditions including, but not limited to, the closing of the Financing in a minimum amount of $6.6 million, completion of the transactions contemplated by the NexGen-Mega Agreement, reconstitution of the Clermont board of directors as set forth above, the satisfaction of the Clermont and NexGen in respect of certain due diligence investigations to be undertaken by each party, the completion of the Consolidation and Name Change, approval of NexGen and Clermont shareholders, approval of the Exchange, the completion of a definitive agreement setting forth the terms and conditions set out in the LOI and closing conditions customary to transactions of the nature of the Acquisition.
Trading in Clermont Shares will remain halted pending further filings with the Exchange.
About NexGen
NexGen is a private British Columbia corporation. Pursuant to an option agreement dated December 5, 2011 (as amended, the “Option Agreement”), NexGen has an option to acquire up to a 70% interest in the Radio property and pursuant to a put/call right, the option to subsequently acquire the remaining 30%, in exchange for a combination of cash and common shares of NexGen, ultimately equal to 20% of NexGen’s issued and outstanding shares. The Radio property is located in the Athabasca basin, Saskatchewan. Certain drill targets on the Radio property are interpreted to be on the same structural trend that hosts Rio Tinto’s Roughrider deposit. NexGen has recently secured drill permits for the Radio Property and anticipates commencing drilling in the first quarter of 2013.
FOR FURTHER INFORMATION PLEASE CONTACT:
Arlen Hansen, President, and CEO of Clermont Capital Inc.
Telephone: (604) 684-6730
Completion of the transaction is subject to a number of conditions, including but not limited to Exchange acceptance and shareholder approval. The Acquisition cannot be completed until regulatory and shareholder approvals are obtained. There can be no assurance that the transaction 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 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.
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.
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Forward Looking Information
This news release includes forward looking statements that are subject to assumptions, risks and uncertainties. Statements in this news release which are not purely historical are forward looking statements, including without limitation any statements concerning the expected results of the Acquisition; completion of the transactions contemplated by the NexGen-Mega Agreement and the anticipated timing thereof; completion of the Financing and the anticipated timing thereof and the expected use of proceeds from the Financing. Although Clermont believes that any forward looking statements in this news release are reasonable, there can be no assurance that any such forward looking statements will prove to be accurate. Clermont cautions readers that all forward looking statements, are based on assumptions none of which can be assured, and are subject to certain risks and uncertainties that could cause actual events or results to differ materially from those indicated in the forward looking statements. Readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance on forward looking statements.
The forward‐looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward‐looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws or the TSX Venture Exchange. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.
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