Vancouver, B.C., February 5, 2014 - BIG NORTH GRAPHITE CORP. (TSX-V: NRT)
(the "Company" or
"Big North"), is pleased to
announce that that further to the Company's press release of
December 19, 2013, the Company has entered into a share purchase
agreement (the "Agreement")
with MAG Exploration Services Inc. and Cesar Javier Guajardo
Villarreal (together, the "Vendors") to acquire all of the shares
of Grafito de Mexico, S.A. de C.V. ("Grafito"), held by the Vendors (which
shares represent 97.5% of the issued and outstanding share capital
of Grafito)(the "Transaction"). Grafito is the registered
and beneficial owner of the El Tejon property.
The El Tejon property is 500
hectares and is comprised of both, the El Tejon flake graphite mine
and an existing mill (the "El Tejon
Property"). The El Tejon Property is located in the state of
Oaxaca, approx 38 kilometers Northwest of the City of Oaxaca, in
the town of San Francisco Telixtlahuaca.
Big North President & CEO Spiro
Kletas commented, "We are pleased to report a definitive agreement
to acquire the El Tejon project has been reached. The El Tejon
project represents near-term flake graphite production and sales
potential for Big North. This aligns with the Company's strategy of
being one of the first juniors to produce and sell amorphous
graphite and now additionally, potential flake graphite to the
world market. Our immediate goal is to fast-track this
project."
Further details regarding the El
Tejon Property can be found in the Company's December 19, 2013
press release.
The Agreement
Pursuant to the terms of the
Agreement, Big North will acquire 100% of the interests held by the
Vendors in the El Tejon Property by acquiring all of the issued and
outstanding shares held by the Vendors in Grafito by paying
US$1,700,000 and issuing 12,500,000 common shares to the Vendors as
follows:
-US$30,000 upon
signing the LOI as a non-refundable deposit (which payment has been
made);
-US$30,000 within 5
business days of signing the Agreement;
-US$90,000 upon the 6
month year anniversary of signing the Agreement;
-US$100,000 upon the
12 month year anniversary of signing the Agreement;
-US$100,000 upon the
18 month year anniversary of signing the Agreement;
-US$125,000 upon the
24 month year anniversary of signing the Agreement;
-US$125,000 upon the
30 month anniversary of signing the Agreement;
-US$150,000 upon the
36 month year anniversary of signing the Agreement;
-US$150,000 upon the
42 month year anniversary of signing the Agreement;
-US$400,000 upon the
48 month year anniversary of signing the Agreement;
-US$400,000 upon the
60 month year anniversary of signing the Agreement;
-5,000,000 common
shares within 5 business days of TSX Venture Exchange
("TSXV") approval of the Agreement (the "Effective Date");
and
-7,500,000 Big North
Shares on the 12 month anniversary of the Effective
Date.
In addition, the Vendors will retain
a 3% net profits interest royalty with respect to the El Tejon
Property.
A finder's fee may be paid in
connection with the Transaction up to the maximum permitted by the
policies of the TSXV, and is subject to TSXV approval. One of the
Vendors became a director of the Company on December 31, 2013 (see
press release dated December 31, 2013) while the other Vendor is an
arm's length party as defined by the policies of the TSXV.
The Transaction will constitute a
"reviewable transaction" pursuant to the policies of the TSXV and
is subject to a number of conditions and approvals, including, but
not limited to, TSXV approval, including the review by the TSXV of
a title opinion and a NI 43-101 compliant technical report for the
El Tejon Property, as applicable. Big North has commissioned a
technical report on the El Tejon Property (see press release dated
January 23, 2014). There can be no assurance that the Transaction
will be completed as proposed or at all.
About Big North
Graphite Corp.
Big North is a
graphite development and exploration company focused on select
projects in Mexico and Canada. The Company acquired three past
producing amorphous graphite mines in Sonora, Mexico in 2012 and is
currently in the test-mining phase at Nuevo San Pedro. Big North
sold 760 tons of amorphous graphite in 2013.
Big North also owns high priority,
large flake graphite exploration projects in Ontario and Quebec,
Canada.
For further information please contact Spiro Kletas at
(604) 629-8220.
ON BEHALF OF THE BOARD
(signed)
"Spiro
Kletas"
Spiro
Kletas
President and Chief Executive
Officer
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.
Except for historical information
contained herein, this news release contains forward-looking
statements that involve risks and uncertainties. Actual results may
differ materially. Except as required pursuant to applicable
securities laws, the Company will not update these forward-looking
statements to reflect events or circumstances after the date
hereof. More detailed information about potential factors that
could affect financial results is included in the documents filed
from time to time with the Canadian securities regulatory
authorities by the Company.
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