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TSXV: CNP
VANCOUVER, Sept. 1, 2015 /CNW/ - Cannon Point Resources Ltd.
(TSXV: CNP) ("Cannon Point" or the "Company") announces, further to
its press release of August 10, 2015,
that it has entered into a definitive arrangement agreement (the
"Agreement") with Northern Dynasty Minerals Ltd. ("Northern
Dynasty") with respect to the acquisition by Northern Dynasty of
100% of the outstanding securities of Cannon Point.
The transaction will be implemented by way of a statutory plan
of arrangement and is subject to customary closing conditions,
including approval by the securityholders of Cannon Point by at
least 2/3 of the votes cast, court approval and regulatory
approval.
Assuming the timely receipt of such approvals, the transaction
is expected to close in October
2015.
As part of the transaction, Northern Dynasty and Cannon Point
have also entered into definitive agreements with respect to the
$4.25 million secured loan to be
provided by Cannon Point to Northern Dynasty upon execution of the
Agreement. The loan would be repayable after 30 days in the event
that the transaction does not complete due to a Northern Dynasty
breach and 180 days from termination if the transaction does not
complete for any other reason.
Northern Dynasty has also entered into standard lock-up
agreements with certain security holders of Cannon Point, including
with holders of approximately 21% of the outstanding common shares
of Cannon Point to vote in favour of the transaction.
The Agreement provides for, among other things, a
non-solicitation covenant on the part of Cannon Point, subject to
customary "fiduciary out" provisions that entitle Cannon Point to
consider and accept a superior proposal, a right in favour of
Northern Dynasty to match any superior proposal and, in certain
circumstances, the payment of a termination fee.
The transaction is not subject to Northern Dynasty shareholder
approval.
ON BEHALF OF THE BOARD OF DIRECTORS
"David Farrell"
Per: _____________
David Farrell
President & Director
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 NEWS RELEASE
This news release contains certain forward-looking
information and statements within the meaning of applicable
securities laws. The use of any of the words "expect",
"anticipate", "continue", "estimate", "may", "might", "will",
"project", "should", "believe", "plans", "intends" and similar
expressions are intended to identify forward-looking information
and/or statements. Forward-looking statements and/or
information are based on a number of material factors, expectations
and/or assumptions of Cannon Point which have been used to develop
such statements and/or information but which may prove to be
incorrect. Although Cannon Point believes that the
expectations reflected in such forward-looking statements and/or
information are reasonable, undue reliance should not be placed on
forward-looking statements as Cannon Point can give no assurance
that such expectations will prove to be correct. In addition
to other factors and assumptions which may be identified herein,
assumptions have been made regarding, among other things: that the
Acquisition will be effected as currently proposed, and that all
requisite shareholder, regulatory and third party consents will be
obtained in connection therewith in form and substance acceptable
to Cannon Point and Northern Dynasty; the anticipated timing of the
Acquisition and the expected benefits of the Acquisition; that
Northern Dynasty will continue to conduct its operations in a
manner consistent with past operations; Northern Dynasty's future
plans; availability of financing and/or cash flow to fund current
and future plans and expenditures; the general stability of
applicable economic and political environments; the general
continuance of current industry conditions and the timely receipt
of any required regulatory approvals. The forward-looking
information and statements included in this news release are not
guarantees of future performance and should not be unduly relied
upon. Such information and/or statements, including the
assumptions made in respect thereof, involve known and unknown
risks, uncertainties and other factors that may cause actual
results and/or events to differ materially from those anticipated
in such forward-looking information and/or statements including,
without limitation: risks associated with the failure to complete
the Acquisition as currently proposed or at all; risks associated
with the uncertainty of exploration results and estimates,
exploration risk, the uncertainty of obtaining all applicable
regulatory and/or shareholder approvals. Furthermore, the
forward-looking statements contained in this news release are made
as at the date of this news release and Cannon Point does not
undertake any obligations to publicly update and/or revise any of
the included forward-looking statements, whether as a result of
additional information, future events and/or otherwise, except as
may be required by applicable securities laws.
United States Advisory
The securities referred to
herein have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "U.S. Securities
Act"), have been offered and sold outside the United States to eligible investors
pursuant to Regulation S promulgated under the U.S. Securities Act,
and may not be offered, sold, or resold in the United States or to, or for the account of
or benefit of, a U.S. Person (as such term is defined in Regulation
S under the United States Securities Act) unless the securities are
registered under the U.S. Securities Act, or an exemption from the
registration requirements of the U.S. Securities Act is available.
Hedging transactions involving the securities must not be conducted
unless in accordance with the U.S. Securities Act. This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of
securities in the state in the United
States in which such offer, solicitation or sale would be
unlawful.
SOURCE Cannon Point Resources Ltd.