Pro-Or Issues an Update on Private Placement, Announces a Proposed
Change of Business and the Approval of an Advance Notice By-Law
MONTREAL, QUEBEC--(Marketwired - Dec 5, 2013) - Ressources
Minières Pro-Or Inc. (the "Corporation") (TSX-VENTURE:POI) is
pleased to announce an update on its previously disclosed brokered
private placement (the "Private Placement"). The Private Placement
is being conducted in contemplation of a proposed "Change of
Business" of the Corporation (as such term is defined under TSX
Venture Exchange (the "Exchange") Policy 5.2 - Changes of
Business and Reverse Takeovers) from solely a "mining issuer"
to both a "mining issuer" and a "technology issuer".
Description of Private
Placement
Due to market conditions, the price and warrant terms of the
securities offered under the Private Placement have been changed as
follows:
- The Corporation intends to complete the Private Placement by
issuing a minimum of 5,000,000 and up to 19,125,000 common shares
of the Corporation ("Common Shares"), at a price of $0.12 per
Common Share, for total gross proceeds of a minimum of $600,000 and
up to $2,295,000.
- Each Common Share will be accompanied by one common share
purchase warrant; each common share purchase warrant entitling the
holder thereof to acquire one Common Share at an exercise price of
$0.20 per Common Share for a period of 36 months from the date of
issuance. The warrants will be subject to an acceleration clause by
which the warrant period of the warrants can be reduced, at the
Corporation's discretion, if the closing price of the Common Shares
on the Exchange is equal to or above $0.30 on 20 consecutive
trading days, in which case the exercise period of the warrants
will be reduced to 30 days following formal written notification by
the Corporation to that effect.
As previously announced, the Private Placement will be done with
Euro Pacific Canada Inc., as agent. The Corporation will pay a cash
commission of 8% of the gross proceeds raised in respect of the
Private Placement. In addition, the Corporation shall issue broker
warrants to the agent, exercisable for a period of 18 months
following the closing date, to acquire common shares which in
aggregate is equal to 8% of the number of common shares sold under
the Private Placement, at $0.12 per share. Notwithstanding the
above, cash commissions payable on orders pursuant to the president
list orders shall be 4%.
It is anticipated that the Private Placement will be completed
on or prior to December 30, 2013.
All securities issued by the Corporation under the Private
Placement shall be subject to a statutory hold period of four
months and one day from the date of distribution.
Description of Proposed
Change of Business
The Corporation intends to (i) complete a Change of Business of
the Corporation from solely a "mining issuer" to both a "mining
issuer" and a "technology issuer" in accordance with the applicable
policies of the Exchange and (ii) change its name to "NOVX21 Inc."
in order to reflect the proposed Change of Business (the "Name
Change").
Pursuant to the proposed Change of Business, the Corporation
will develop and implement new industrial patented technologies,
including the patented processes, to recover metal from recycled
material or ore. More particularly, the Corporation will recycle
precious metals from used catalytic converters, thus allowing the
transportation industry, mostly automobile manufacturers, to
purchase the recycled refined metals to coat new catalytic
converters, thus changing the business of the Corporation from
solely a "mining issuer" to both a "mining issuer" and "technology
issuer".
The proposed Change of Business, and certain ancillary matters
described below, will be subject to the approval of shareholders of
the Corporation at the upcoming annual and special meeting of
shareholders of the Corporation to be held on December 30, 2013
(the "Meeting"). The resolution approving the proposed Change of
Business must be approved by the affirmative vote of a majority of
the votes cast by holders of Common Shares present, in person or
represented by proxy, at the Meeting.
The proposed Change of Business will constitute a Change of
Business under the policies of the Exchange and will be conditional
upon, among other things, the Corporation obtaining Exchange
approval. The Exchange has conditionally accepted the proposed
Change of Business subject to the Corporation fulfilling all of the
requirements of the Exchange. As such, the Exchange final approval
of the proposed Change of Business is subject to the satisfaction
of a number of conditions, including the Corporation meeting the
Exchange's prescribed minimum listing requirements applicable to a
"technology issuer" and all other requirements of the Exchange.
The Corporation has applied for and received a conditional
exemption from the sponsorship requirements in connection with the
proposed Change of Business.
Approval of New General
By-Laws No. 2013-01
On November 29, 2013, the board of directors of the Corporation
adopted the general by-laws No. 2013-01 (the "New General By-Laws")
in order to modernize the by-laws of the Corporation and to better
align such by-laws with the terminology and principles set out in
the Canada Business Corporations Act (the "Act").
The New General By-Laws require advance notice (the "Advance
Notice Provisions") to the Corporation in circumstances where
nominations of persons for election as a director of the
Corporation are intended to be made by shareholders other than
pursuant to: (i) a notice of a meeting made pursuant to the
provisions of the Act; or (ii) a shareholder proposal made pursuant
to the provisions of the Act. With the adoption of the Advance
Notice Provisions, the Corporation is following the best practices
that are currently emerging in Canada for the election of
directors.
Among other things, the Advance Notice Provisions fixe a
deadline by which shareholders must submit a notice of director
nominations to the Corporation prior to any annual or special
meeting of shareholders where directors are to be elected and sets
forth the information that a shareholder must include in the notice
for it to be valid.
The New General By-Laws and the Advance Notice Provisions are
effective as of November 29, 2013 and will be placed before
shareholders for ratification at the Meeting. The full text of the
New General By-Laws is available under the Corporation's profile on
SEDAR at www.sedar.com.
Matters to be
Considered at the Meeting
At the Meeting, in addition to seeking approval for the proposed
Change of Business, shareholder approval will further be sought for
(i) the election of the directors, (ii) the appointment and
compensation of the independent auditors, (iii) the approval of the
Name Change, (iv) the approval of an amendment to the articles of
incorporation of the Corporation, (v) the approval of the New
General By-Laws and (vi) the approval of amendments to the stock
option plan of the Corporation.
Under the Corporation's stock option plan (the "Plan") 5,000,000
common shares are reserved for the exercise of options. The purpose
of the amendments is to (i) increase by 8,900,000 the number of
common shares reserved for issuance under the Plan and (ii) take
into consideration the amendments made to the rules of the
Exchange. Accordingly, a total of 13,900,000 common shares will be
set aside for issuance following the exercise of options under the
Plan, representing less than 20% of the total number of common
shares issued and outstanding.
Sylvain Boulanger and Yves
Lasnier will be standing for re-election as directors of the
Corporation at the Meeting and André Boulanger, René Branchaud,
John LeBoutillier and Jean-Paul Schaack are the new nominees being
proposed for election as directors of the Corporation. Therefore,
the board of directors of the Corporation should consist of six
directors following the Meeting.
For further information with respect to the proposed Change of
Business and the matters to be considered at the Meeting, including
information concerning the new nominees being proposed for election
as directors of the Corporation, reference should be made to the
management information circular of the Corporation dated December
2, 2013, a copy of which is available under the Corporation's
profile on SEDAR at www.sedar.com.
Completion of the proposed Change of Business is subject to
a number of conditions, including Exchange acceptance and
Shareholder approval. The proposed Change of Business cannot close
until the required shareholder approval is obtained. There can be
no assurance that the proposed Change of Business will be completed
as proposed or at all.
Investors are cautioned that, except as disclosed in the
management information circular to be mailed to shareholders in
connection with the Meeting, any information released or received
with respect to the proposed Change of Business may not be accurate
or complete and should not be relied upon. Trading in the
securities of the Corporation should be considered highly
speculative.
The Exchange has in no way passed upon the merits of the
proposed Change of Business and has neither approved nor
disapproved the contents of this press release.
About Pro-Or
Pro-Or operates an industrial prototype plant for the recovery
of Platinum Group Elements (Platinum, Palladium and Rhodium or
PGMs). The plant is located near Quebec City in
St-Augustin-de-Desmaures. Its patented process yields more than 97%
recoveries of PGMs, and is not only much less capital extensive but
also operates much more rapidly than conventional plants thus
dramatically lowering the amount of time that its customers capital
is tied up as work-in-process inventory. Pro-Or's mission is to
sustainably recover precious metals by the recycling of end-of-life
PGM containing components while meeting global "green" standards
for the automobile industry.
Pro-Or also holds the mineral rights to six mining properties
and has focused its exploration activities on the Menarik property
in the James Bay area, in the Province of Quebec, the site of a
major chromite deposit with occurrences of gold, nickel, copper and
platinum group metals (PGMs). The operation of Pro-Or's patented
and proprietary processes to such deposits may lead to a
breakthrough in low cost primary mining metallurgy in the near
future.
Neither Exchange nor the Supplier of services regulation (as
defined in the policies of the Exchange) accepts responsibility for
the adequacy or accuracy of this release.
Sylvain Boulanger, P.Eng.President & CEOinfo@pro-or.com(514)
506-9121Nicole Blanchard, ManagingPartnerSun
InternationalCommunicationsnicole.blanchard@isuncomm.com(450)
973-6600Christine YoungVice President, Institutional SalesEuro
Pacific Canada Inc.christine.young@europac.ca416-479-8690