Northern Superior Resources Inc. (TSX-V:SUP, OTCQX:NSUPF) said it is selling all of its exploration properties in the province of Ontario, including the Ti-pa-haa-kaa-ning (TPK) gold-silver-copper project and the October gold project to 1348515 B.C. LTD (BCCo), a reporting issuer in the provinces of British Columbia and Alberta, in exchange for common shares of BCCo.
The proposed transaction is expected to be carried out as a purchase and sale of the spin-out assets to BBCo, the company said.
"As Northern Superior will remain the largest shareholder of this spin-out company, not only will the shareholders of Northern Superior will reap significant benefits from the exploration success, but it also emphasizes the considerable undervaluation of our rapidly progressing Québec assets,” Northern Superior CEO Simon Marcotte said in a statement.
Marcotte noted that the transaction would provide a dedicated company, including capital and a management team, to advance its Ontario assets, particularly the highly prospective TPK project.
“The geological potential is certainly world-class, evidenced by previous results, the various companies operating in the vicinity, and considerable global attention to the vast mineral potential of this area,” he said in a statement.
“Northern Superior has continued to advance targeting efforts through the compilation of the robust exploration database and stands ready to launch a program on completion of the transaction."
Transaction details
BBCo will issue 35,686,686 shares with a deemed value of about $18.2 million to Northern Superior, which will represent 72.5% of BBCo’s issued and outstanding shares following the transaction and the completion of concurrent private placements for up to $5 million.
As a condition of the transaction, BBCo will complete a non-brokered private placement of subscription receipts at a price of $0.51 for minimum gross proceeds of $3 million which have already been committed.
In connection with the transaction, a newly incorporated wholly-owned subsidiary of BBCo (SubCo) may complete a private offering of shares at a price per share that is equal to or greater than $0.51.
The closing of the transaction is subject to numerous conditions, including conditional listing approval of BCCo shares on the TSX Venture Exchange or Cboe Canada, and BCCo changing its name to “Superior Minerals Inc” or another such suitable name.
Northern Superior Resources is a gold exploration company focused on the Chibougamau Camp in Québec.
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