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Nanotech Sciences Corp. ("Nanotech") (TSX VENTURE:NAN.P) is pleased to announce that it entered into an agreement in principal with Natcore Technology, Inc. ("Natcore") on June 19, 2008, in respect of a proposed "qualifying transaction" for the purposes of the policies of the TSX Venture Exchange (the "Exchange").
Under the letter of intent it is proposed that Nanotech, a capital pool company listed on the Exchange, will acquire all of the issued and outstanding securities of Natcore or complete some other form of transaction that has the same effect. Shares of Natcore will be exchanged on a one-for-one basis for shares of Nanotech, such that following the exchange, current holders of Nanotech shares will hold approximately 24.3% (4,577,500 shares) of the Nanotech shares and current holders of Natcore shares will hold approximately 75.7% (14,231,619 shares) of the Nanotech shares on a fully diluted basis before giving effect to the private placement described below.
Concurrently with the closing of the qualifying transaction the resulting issuer intends to complete an equity private placement financing raising gross proceeds to Nanotech of a minimum of $2,000,000.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
About Natcore Technology, Inc.
Natcore was incorporated in Delaware in 2003, specifically to exploit the patent pending technology over which it owns the exclusive license from Rice University. The licensed intellectual property (IP) controls the growth of thin and thick films of silicon dioxide and mixed silicon oxides on silicon and other substrates from an aqueous bath at room temperature and pressure.
Natcore seeks to become a global leader in the growth of thin and thick films of dielectric and semiconductor materials using non-vacuum, room temperature processes. Currently, Natcore's primary focus is to enter and lead the AR coating market for solar cells by selling a paradigm-shifting, low-cost technology to solar cell manufacturers that will enable those companies to realize significantly lower capital costs and higher profit margins from their own sales.
Charles Provini, President and Chief Executive Officer
Mr. Provini holds an Engineering degree from The U.S. Naval Academy in Annapolis, Maryland and a Masters degree from the University of Oklahoma. Previously, he was the President of Ladenburg Thalmann Asset Management and a Director of Ladenburg Thalmann, Inc., one of the oldest members of the New York Stock Exchange. He has served as President of Laidlaw Asset Management as well as Chairman and Chief Investment Officer of Howe & Rusling, Laidlaw's Portfolio Management Advisory Group. Prior to this, he served as President of Rodman & Renshaw's Advisory Services and President of LaSalle Street Corporation, a wholly-owned subsidiary of Donaldson, Lufkin & Jenrette.
Mr. Provini has been a leadership instructor at the U.S. Naval Academy, Chairman of the U.S. Naval Academy's Honor Board and is a former Marine Corp. officer. He is a frequent speaker at financial seminars and has appeared on "The Today Show" and "Good Morning America," discussing financial markets.
Brien F. Lundin, Chairman
The president/CEO of Jefferson Direct, Inc., Mr. Lundin is a businessman and investor with experience in financing and advising early-stage technology and natural resource enterprises.
Mr. Lundin is the nationally recognized publisher and editor of print and Internet-based publications specializing in these areas, including Gold Newsletter, now in its 37th year of publication. He is also the owner of the famed New Orleans Investment Conference, which has hosted thousands of elite private investors as attendees, and the world's most celebrated investment, economic and geopolitical figures as presenters.
A press release with further particulars relating to the proposed transaction will follow in accordance with the policies of the Exchange.
Investors are cautioned that, except as disclosed in the management information circular or filing statement 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 a capital pool company should be considered highly speculative.
This news release may contain forward-looking statements that are based on Nanotech's expectations, estimates and projections regarding its business and the economic environment in which it operates. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. Therefore, actual outcomes and results may differ materially from those expressed in these forward-looking statements and readers should not place undue reliance on such statements. Statements speak only as of the date on which they are made, and Nanotech undertakes no obligation to update them publicly to reflect new information or the occurrence of future events or circumstances.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. The TSX Venture Exchange Inc. does not accept responsibility for the adequacy or accuracy of this release.
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Nanotech Sciences Corp.
President & Chief Executive Officer
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