CR Capital agrees to acquisition by DNI Metals

Jan 28, 2016

See News Release (C-CIT) CR Capital Corp

Mr. Brian Howlett of CR reports

CR CAPITAL CORP. SIGNS NON-BINDING LETTER OF INTENT

CR Capital Corp. has entered into a non-binding letter of intent with DNI Metals Inc. pursuant to which DNI has agreed to acquire all of the issued and outstanding common shares of the company in an exchange ratio of two DNI shares for each one CR share for an aggregate of 16,654,674 common shares of DNI. As at the date hereof there are 8,327,337 CR shares issued and outstanding. Pursuant to the terms of the LOI, the parties have until March 31, 2016, to complete their respective due diligence reviews and enter into a definitive agreement.

Particulars of the transaction

Under the terms of the transaction, the holders of the company will be entitled to receive, pro rata, an aggregate of 16,654,674 DNI shares (subject to reduction for any CR shares held by validly dissenting shareholders of the company, if any) in exchange for all of the issued and outstanding CR shares. Following the completion of the transaction, the former shareholders of the company are expected to hold approximately 23.8 per cent of the issued and outstanding DNI shares in the pro forma company. The transaction will require the approval of at least 66-2/3rds per cent of the votes cast by shareholders of the company, and the company shall file a notice of meeting in respect of a special meeting concerning the transaction once the shareholder meeting date has been determined.

Information concerning DNI

DNI, a Canadian Securities Exchange-listed issuer, is focused on becoming a cash-flow-positive graphite company, with vertical integration of mining components at the core, including the proposed acquisition of a fully operating commercial mining-related laboratory. DNI also has a wholesale graphite business shipping material from high-quality producers in Brazil to North America. DNI is developing its flagship Vohitsara project in Madagascar, which has a full mining permit and further development and drilling expected to commence in 2016. Vohitsara is located approximately 50 kilometres by paved road from the principal commercial port of Madagascar at Toamasina, with the main mineralization less than two kilometres from this highway.

Further information

The company will continue to provide additional details in further press releases in respect of the transaction. A comprehensive news release will be issued when the parties enter into the definitive agreement, after which time the company intends to file a management information circular to be prepared in respect of the transaction. Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the company should be considered highly speculative.

If and when a definitive agreement is executed, the company will issue a subsequent news release in accordance with the policies of the NEX Board of the TSX Venture Exchange containing the details of the definitive agreement and additional terms of the transaction including information relating to DNI, and to the extent not contained in this news release, history of DNI and the proposed directors, officers, and insiders of DNI upon completion of the transaction.