Toronto, Ontario – April 26, 2016 – Northern Sun Mining Corp. (the “Company” or “Northern Sun”) (TSXV: NSC) is pleased to announce today the successful completion of the previously announced plan of arrangement (the “Arrangement”) under Section 182 of the Business Corporations Act (Ontario) pursuant to which Regal Silver Investments Inc. (“Regal Silver”) acquired all of the common shares of the Company (the “Shares”) not owned by the approximately 60% majority shareholder, Jien International Investment
Ltd. or its affiliates (collectively, “JIIL”).
Regal Silver and Northern Sun entered into an arrangement agreement dated January 19, 2016, as amended on February 12, 2016 and March 24, 2016 (the “Arrangement Agreement”), pursuant to which Regal Silver and Northern Sun agreed to complete the Arrangement. The Arrangement Agreement is filed on SEDAR at www.sedar.com.
Pursuant to the terms of the Arrangement: (i) all shareholders of the Company, other than JIIL, will receive consideration equal to $0.07 in cash in exchange for each Share; and (ii) all outstanding stock options of the Company are cancelled. As a consequence of the court approved Arrangement, Regal Silver has acquired 3,033,802 Shares at a price of $0.07 per Share. The Shares acquired by Regal Silver represent approximately 40% of the issued and outstanding common shares of Northern Sun. A copy of the early warning report filed by Regal Silver in connection with the Arrangement is available on Northern Sun’s SEDAR profile at www.sedar.com and can also be requested by contacting the Company’s Interim President and Chief Executive Officer, Mr. James Xiang, by telephone or email as described below. Regal Silver’s address is 100 King Street West, 1 First Canadian Place, Suite 6200, P.O. Box 50, Toronto, Ontario, M5X 1B8.
The common shares of the Company were halted from trading on the TSX Venture Exchange (the “Exchange”) immediately prior to commencement of the trading day on Monday, April 25, 2016, and the Company expects its common shares, including the Shares, to be de‐listed from the Exchange as of the close of business on Wednesday, April 27, 2016. In addition, the Company will apply to the relevant securities regulatory authorities to cease to be a reporting issuer in each jurisdiction of Canada in which the Company currently has reporting obligations.
For further information:
Please visit our website at www.northernsunmining.ca; follow us on Facebook, LinkedIn or Twitter @NorthernSunMine; or contact:
Interim President and Chief Executive Officer
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Northern Sun Mining Corp.
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 release.
This communication does not constitute an offer to purchase or exchange or the solicitation of an offer to sell or exchange any securities of Northern Sun, nor shall there be any sale or exchange of securities in any jurisdiction in which such offer, solicitation or sale or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction. The distribution of this communication may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions.
Except for statements of historical fact relating to the Company, certain information contained herein constitutes “forward‐looking information” under Canadian securities legislation. Such forward‐looking information includes, but is not limited to, statements with respect to the delisting of the common shares of the Company and the Company applying to cease to be a reporting issuer. Generally, forward‐looking information can be identified by the use of forward‐looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward‐looking statements are based on the opinions and estimates of management as of the date such statements are made and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward‐looking statements or forward‐looking information. Statements with respect to the potential completion and timing of the delisting of the common shares of the Company from the Exchange and the Company ceasing to be a reporting issuer are subject to the risk of not obtaining all required approvals, including from the Exchange and the applicable securities regulators. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward‐looking statements or forward‐looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward‐looking statements and forward‐looking information. The Company does not undertake to update any forward‐looking statements or forward‐looking information that are incorporated by reference herein, except in accordance with applicable securities laws.