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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.
For more information regarding Flinders, contact:
Blair Way +1 604 685 9316
For more information regarding Big North, contact:
Spiro Kletas, President & CEO +1 604 723 0710