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VANCOUVER, Oct. 21, 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 September 2,
2014, announcing the entering into a binding letter
agreement (the "Letter Agreement") dated August 29, 2014, the companies have agreed to
extend the due diligence period to November
3rd, 2014. Accordingly the definitive agreement date
has been extended to November
3rd 2014.
The extension is necessary as additional time is required to
finalize key due diligence matters and enter into a definitive
agreement.
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.
The Arrangement may be terminated by either party if closing has
not occurred by December 31, 2014, or
such later date as the parties mutually agree.
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 with a total estimated investment in
excess of $30M. 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 (the "PEA") 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.
PEA
Flinders advises that it has not based its production decision
on a feasibility study of mineral reserves, demonstrating economic
and technical viability, and, as a result, there may be an
increased uncertainty of achieving any particular level of recovery
of minerals or the cost of such recovery, including increased risks
associated with developing a commercially mineable deposit.
Historically, such projects have a much higher risk of economic and
technical failure. There is no guarantee that production will begin
as anticipated or at all or that anticipated production costs will
be achieved. Failure to commence production would have a material
adverse impact on Flinders' ability to generate revenue and cash
flow to fund operations. Failure to achieve the anticipated
production costs would have a material adverse impact on the
Flinders' cash flow and future profitability.
Flinders further cautions that the PEA is preliminary in nature.
No mining study has been completed. Mineral resources are not
mineral reserves and do not have demonstrated economic viability.
There is no certainty that the PEA will be realized.
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