/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR
RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES./
VANCOUVER, Dec. 1, 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, and November 3, 2014,
the companies have agreed to further extend the due diligence
period to January 30, 2015. 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 also been extended to January 30,
2015.
A further extension is necessary as Flinders is waiting on
various diligence reports on Big North and its assets. Both
Flinders and Big North are working together to complete the due
diligence in order to sign a definitive agreement.
Blair Way, President of Flinders
Resources commented, "We are committed to completing the
acquisition of Big North Graphite Corp. and we are working
diligently to complete due diligence in order to begin moving the
El Tejon mine back into production as quickly as possible. The goal
of both companies is to complete this process as quickly as
possible."
Spiro Kletas of Big North
Graphite commented, "The Directors of Big North Graphite Corp still
believe that the acquisition of Big North by Flinders represents a
very positive step for our shareholders. Flinders is the only
TSX Venture graphite company with a producing flake graphite mine
and their management has the expertise and experience that will be
beneficial in the restart of the El Tejon mine. This
extension is required to complete all aspects associated with the
acquisition our projects, specifically El Tejon, which has a 34
year history associated with it. The length of the extension takes
into account the pending holiday season."
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