OCEANUS RESOURCES CORPORATION Announces Proposed Qualifying Transaction Trading Symbol: TSX-V: OCN.P Shares Issued: 12,000,000 /NOT FOR DISTRIBUTION TO US WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA/
HALIFAX, March 29 /CNW/ - Richard Gordon, President and CEO - OCEANUS RESOURCES CORPORATION (TSX-V: OCN.P) (the "Company" or "Oceanus"), a Capital Pool Company ("CPC"), is pleased to announce that it has entered into a binding letter of agreement with Bertrand Brassard, Guy Girard and Louis-Philippe Séguin, residents of Quebec ("Vendors") dated March 28, 2011 (the "Letter of Intent") for the arm's length acquisition of the gold and base metals property consisting of 662 claims covering 36,651 hectares in the Lac Mégantic region of southeastern Quebec which is located approximately 70 km southeast of the mining town of Thetford Mines and 210 km east of Montreal, Quebec (the "Claims").
The transaction represents an agreement in principle, subject to TSX Venture Exchange approval, and is intended to constitute Oceanus's Qualifying Transaction pursuant to Policy 2.4 of the Corporate Finance Manual of the TSX Venture Exchange. Following completion of the Qualifying Transaction, the resulting issuer will be a Tier 2 mining exploration company. The Qualifying Transaction constitutes a Non-Arms Length Qualifying Transaction. The current officers and directors of Oceanus will continue to be the only Insiders of the Resulting Issuer.
Trading of the common shares of Oceanus has been halted at Oceanus's request and will remain halted pending the Exchange's receipt of satisfactory documentation and the issuance of a Comprehensive Press Release.
The Transaction
The Transaction is expected take the form of an asset purchase whereby Oceanus will acquire the Claims in consideration for the issuance of 1,000,000 common shares of Oceanus and payment of $162,500 to the Vendors. The Vendors will retain an NSR of 2% with Oceanus retaining the exclusive option to purchase one-half of the NSR for $1,000,000. Oceanus will also pay a finders fee of 125,000 of its common shares.
Oceanus intends to raise up to $500,000 by selling flow-through common shares in a Private Placement as part of the Qualifying Transaction. Insiders of Oceanus may subscribe in the Private Placement.
Completion of the transaction is subject to a number of conditions, including but not limited to, completion of a definitive agreement, Exchange acceptance, other regulatory approval and closing of the announced Private Placement. Shareholder Approval will not be required for the Qualifying Transaction. Sponsorship will not be required for the Qualifying Transaction. There is no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the 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 CPC 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. The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this press release.
%SEDAR: 00030449E
For further information:
Richard Gordon, President, OCEANUS RESOURCES CORPORATION, T: 902 441-6700;
F: 902 446-2001
CO: OCEANUS RESOURCES CORPORATION
CNW 10:07e 29-MAR-11