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NW New World Resource Corp

0.205
0.00 (0.00%)
31 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
New World Resource Corp TSXV:NW TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.205 0.50 0.50 0 01:00:00

Newbridge Capital Inc. Receives TSX Venture Exchange Approval to Acquire the Lomonosovskoye Iron Ore Deposit in Kazakhstan, C...

16/03/2012 1:10am

Marketwired Canada


Newbridge Capital Inc. (TSX VENTURE:NBC) ("Newbridge" or the "Company") is
pleased to announce that it has received TSX Venture Exchange ("TSXV") approval
for the Company to complete the share purchase agreement with Safin Element
GmbH. ("Safin"), a private Austrian company, to acquire all of Safin's 100%
beneficial interest (the "Interest") in the Lomonosovskoye Limited Liability
Partnership (the "LP") (the "Transaction"). Pursuant to a contract between the
LP and the Ministry of Industry and New Technologies of Kazakhstan dated March
20, 2009 and as amended on July 31, 2009 and December 28, 2010, the LP holds
unrestricted exploration and production rights to the Lomonosovskoye iron ore
deposit (the "Deposit"), located in Kostanay Oblast, Kazakhstan.


Closing of Financing

As part of the Transaction, the Company has completed a private placement for
gross proceeds of $24,885,000 (the "Financing") being a total of 124,425,000
securities of the Company comprised of 64,325,000 shares issued at $0.20 per
share and 60,100,000 subscription receipts (the "Subscription Receipts"). The
Subscription Receipts were issued at $0.20 per receipt with each receipt
convertible into one share of the Company on that day being four months and one
day after the closing of the Financing. The shares and the Subscription Receipts
are subject to resale restrictions until July 16, 2012.


A share commission of 5,000,000 shares has been issued to an arms length party
as consideration for arranging a portion of the Financing.


Additional Resale Restrictions 

Eight Subscribers to the Financing representing a total of 112,485,000
securities of the Company have agreed to additional resale restrictions in
addition to the customary four month hold period. These parties have agreed that
25% of the securities purchased pursuant to the Financing will have a hold
period expiring 12 months following the closing of the Financing, 25% of the
securities will have a hold period expiring 18 months following the closing of
the Financing and 25% of the securities will have a hold period expiring 24
months following the closing of the Financing (the "Additional Resale
Restrictions").


Change of Name

Effective March 15, 2012, the Company will change its name to 'Kazax Minerals
Inc.' and its new symbol will be (TSX VENTURE:KZX).


Details of Transaction 

Pursuant to the SPA, the Company will acquire the Interest for total
consideration of US$70,288,000 (in cash and shares of the Company) payable over
three installments. The first payment is USD $18,768,000 comprising a cash
payment of USD $14,152,800 and 23,883,660 shares of the Company which will be
paid to Safin on the closing of the Transaction (the "First Installment"). The
23,883,660 shares of the Company to be issued to Safin on the closing of the
Transaction will have similar Additional Resale Restrictions.


The second installment is a conditional payment and is the sum of USD
$25,760,000 comprising a cash payment of USD $22,190,000 and that number of
common shares of the Company equal to dividing the sum of USD $3,570,000 by 100%
of the volume weighted average trading price of the Company's share for the 5
consecutive trading days ending on the trading day preceding the date the
Company issues the shares to Safin (the "Second Installment"). 


The third installment is a conditional payment and is the sum of USD $25,760,000
comprising a cash payment of USD $22,190,000 and that number of common shares of
the Company equal to dividing the sum of USD $3,570,000 by 100% of the volume
weighted average trading price of the Company's share for the 5 consecutive
trading days ending on the trading day preceding the date the Company issues the
shares to Safin (the "Third Installment").


The Second Installment is due on or before thirty (30) business days following
receipt by the Company of the results of tests by an independent laboratory to
confirm to the Company's satisfaction, acting reasonably, the iron ore product
quality of the Deposit (the "Quality Test"). The Company expects that the
Quality Test will be completed in the 3rd quarter of 2012. 


The Third Installment is due on or before thirty (30) business days following
receipt by the Company of the results of a drilling program to be undertaken by
the Company in 2012, confirming, to the Company's satisfaction, acting
reasonably, the level of certainty of the historical mineral resources of the
Deposit and the completion by the Company of a resource estimate to be conducted
by and under the supervision of an independent qualified person and senior
resource geologist (collectively the "Resource Estimate"). The Company expects
that the Resource Estimate will be completed in the 4th quarter of 2012.


In the event the Company is not satisfied with either the Quality Test or the
Resource Estimate, the Company has the right, up to and including September 12,
2012, to sell back the Interest to Safin and Safin is obligated to purchase from
the Company the Interest for that amount equal to the First Installment (and the
Second Installment if previously paid by the Company to Safin) less certain
expenses incurred by the LP to meet its obligations under the Subsoil Use
Contract and unrecoverable taxes paid by Safin to the Kazakhstan state. 


A finder's fee payable in installments is payable to a third party for
introducing the Transaction to the Company. The revised payments are:




1.  USD $938,400 upon approval of the Transaction by the Kazakhstan
    authorities; 
2.  USD $1,288,000 upon the payment of the Second Installment; and 
3.  USD $1,288,000 upon the payment of the Third Installment. 



In order to close the Transaction, the Company requires the approval of the
Kazakhstan authorities. All applicable submissions have been made to the
appropriate authorities in Kazakhstan; however, there can be no assurance that
the Company will receive the necessary approvals.


Lomonosovskoye Iron Ore Deposit

The Deposit is located in the northwest corner of the Republic of Kazakhstan in
the Kostanay Region, 618km northwest of the country's capital of Astana and 50
west-southwest of the regional capital of Kostanay.


The iron ore deposits, along with a number of significant magnetite deposits,
occurs in the Turgai belt of the regional Valerianovskoe magmatic arc in
northern Kazakhstan. The magnetite deposits of the Valerianovskoe magmatic arc
are hosted by andesitic volcanics, pyroclastics, and intercalated sediments and
carbonates of the Valerianovo supergroup. Large gabbro-diorite-granodiorite
igneous bodies of the Sarbai-Sokolovsk and Sulukolskaya complexes are related to
the mineralization, with granitic facies interpreted as having been intruded
from Mid-Visean to Permian period. In some deposits, the host sedimentary
sequence is cross cut by post-ore dioritic porphyry. The Palaeozoic units of the
Turgai belt in Kazakhstan are entirely covered by Mesozoic to Cainozoic
sediments which are from 40 to 180 m in thickness.


The Deposit comprises two deposit sites: the North-Western ("NW") deposit and
Central deposit, which differ in geological structure, genesis and composition
of ores. Although they are located within one km of each other, they are
considered as individual deposits being separated by a diorite intrusion.
Historical work to date has outlined skarn iron ore mineralization at the NW
Deposit and the Central Deposit beneath 100m of overburden and extending to
1400m depth in the NW Deposit, and some 900m at Central. The mineralization
outlined by the historical drilling has not been closed off at depth at the NW
Deposit and may be open at Central.


A technical report dated December 15, 2011 prepared by Mining Associates Pty
Ltd. of Australia with respect to the Deposit and compliant with NI 43-101 has
been filed with the TSXV for review and will be filed on SEDAR in the near
future.


Use of Proceeds of the Financing

It is anticipated that the net proceeds of the Financing will be used as follows:



1.  to pay the first installment cash payment of USD $14,152,800 to Safin; 
2.  to pay the first installment of USD $938,400 of the finder's fee
    payment; 
3.  to pay for the confirmation drilling program; and 
4.  the balance for overall general operating costs and unallocated working
    capital. 



Kazakhstan 

From Kazakhstan's independence from the Soviet Union over 20 years ago,
President Nursultan Nazarbayev, with the assistance of Prime Minster Karim
Massimov, have played proactive roles in modernizing and transforming the
country into a dynamic independent state. This transaction would not have been
possible without the efforts of these two gentlemen.


Treadwell Property

The Company has terminated the property option agreement with Treadwell
Resources Ltd. ("Treadwell") on the Treadwell property in British Columbia and
has given notice to Treadwell. 


The Exchange has in no way passed upon the merits of the Transaction and has
neither approved nor disapproved the contents of this press release.


Forward-Looking Statements 

This news release contains forward-looking statements and forward-looking
information within the meaning of applicable securities laws. The use of any of
the words "expect", "anticipate", "continue", "estimate", "objective",
"ongoing", "may", "will", "project", "should", "schedule", "believe", "plans",
"intends" and similar expressions are intended to identify forward-looking
information or statements. More particularly and without limitation, this news
release contains forward looking statements and information concerning the
Company s future operations and prospects. The forward-looking statements and
information are based on certain key expectations and assumptions made by the
Company, including expectations and assumptions concerning equipment and crew
availability, and joint venture partner financial capability. Although the
Company believes that the expectations and assumptions on which such
forward-looking statements and information are based are reasonable, undue
reliance should not be placed on the forward looking statements and information
because the Company can give no assurance that they will prove to be correct. By
its nature, such forward-looking information is subject to various risks and
uncertainties, which could cause the Company's actual results and experience to
differ materially from the anticipated results or expectations expressed. These
risks and uncertainties include, but are not limited to, reservoir performance,
labour, equipment and material costs, access to capital markets, interest and
currency exchange rates, and political and economic conditions. Additional
information on these and other factors is available in continuous disclosure
materials filed by the Company with Canadian securities regulators. Readers are
cautioned not to place undue reliance on this forward-looking information, which
is given as of the date it is expressed in this news release or otherwise, and
to not use future-oriented information or financial outlooks for anything other
than their intended purpose. The Company undertakes no obligation to update
publicly or revise any forward-looking information, whether as a result of new
information, future events or otherwise, except as required by law.


ON BEHALF OF THE BOARD

David Savage, Chairman of the Board

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