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New Nadina Explorations Limited and Kettle River Resources Ltd. Complete Plan of Arrangement

New Nadina Explorations Limited and Kettle River Resources Ltd. Complete Plan of Arrangement

Greenwood, B.C. – November 6, 2015- New Nadina Explorations Limited (“New Nadina”) (TSX-V:NNA) and Kettle River Resources Ltd.(“Kettle River”) (TSX-V:KRR): are pleased to report that the previously announced arrangement (“Arrangement”) [see joint news releases dated July 20, 2015, and August 17, 2015] has been completed. New Nadina has acquired all of the outstanding common shares of Kettle River by way of a plan of arrangement under the Business Corporations Act (British Columbia) in exchange for issuing 27,716,711 common shares of New Nadina to former Kettle River shareholders, resulting in Kettle River becoming a wholly-owned subsidiary of New Nadina. Fractional shares of New Nadina have been rounded down to the nearest lower whole share.

For complete details of the plan of Arrangement, interested persons are directed to the Information Circular filed on SEDAR (www.sedar.com) by Kettle River under its SEDAR profile.

Kettle River’s common shares will be delisted from the TSX Venture Exchange at the close of business today.

On Behalf of New Nadina’s Board                                         On Behalf of Kettle River’s Board

“William Meyer”                                                                      “Stephen Levano”

William Meyer                                                                          Stephen Levano

Director                                                                                    Director

For further information contact Ellen Clements at 1-800-856-3966.

Neither 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.

Plan of Arrangement Supported by Kettle River Shareholders

Plan of Arrangement Supported by Kettle River Shareholders

Vancouver, BC – October 19, 2015New Nadina Explorations Limited (“New Nadina”) (TSX-V:NNA) and Kettle River Resources Ltd.(“Kettle River”) (TSX-V: KRR) are pleased to report that Kettle River securityholders have voted overwhelmingly in favour of the previously announced arrangement (“Arrangement”) [see joint news releases of July 20, 2015 and August 17, 2015] whereby New Nadina will acquire all of the outstanding common shares of Kettle River, resulting in Kettle River becoming a wholly-owned subsidiary of New Nadina. At Kettle River’s annual general and special meeting held October 16th, Kettle River’s securityholders voted 99.81% in favour of the special resolution to approve the Arrangement.

Kettle River will next apply for a final order of the Supreme Court of British Columbia for approval of the Arrangement on October 23, 2015, and assuming receipt of Court approval and that all other remaining conditions to the Arrangement are either satisfied or waived, the Company expects that the closing date of the Arrangement (the “Effective Date”) will occur on or about Friday, November 6, 2015.

Under the terms of the Arrangement, Kettle River shareholders on the Effective Date will receive 1 New Nadina common share for every Kettle River share held. No fractional shares of New Nadina will be issued, and fractions will be rounded down to the nearest lower whole share.

For complete details of the plan of Arrangement, interested persons are directed to the Information Circular filed on SEDAR (www.sedar.com) by Kettle River under its SEDAR profile.

On Behalf of New Nadina’s Board                                         On Behalf of Kettle River’s Board

“William Meyer”                                                                      “Stephen Levano”

William Meyer                                                                          Stephen Levano

Director                                                                                    Director

For further information contact Ellen Clements at 1-800-856-3966.

Neither 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.

Update of New Nadina Explorations Limited and Kettle River Resources Ltd. Arrangement

Update of New Nadina Explorations Limited and Kettle River Resources Ltd. Arrangement

August 17, 2015 - New Nadina Explorations Limited (“New Nadina”) (TSX-V:NNA) and Kettle River Resources Ltd. (“Kettle River”) (TSX-V:KRR): Further to their joint news release dated
July 20, 2015 New Nadina and Kettle River have executed a binding arrangement agreement (the “Arrangement”) whereby New Nadina will acquire all of the outstanding common shares of Kettle River by way of a plan of arrangement under the Business Corporations Act (British Columbia). Upon completion of the Arrangement, it is anticipated that approximately 27,716,711 common shares of New Nadina will be issued to former Kettle River shareholders and as a result, Kettle River will become a wholly-owned subsidiary of New Nadina. Kettle River owns properties in the Greenwood Mining area in southern British Columbia, a fifty per cent interest in the Saskatchewan silica quarry and owns 43.37 per-cent of DHK Diamonds Inc, a privately owned company currently holding a participating 10.326% interest in the WO Diamond Joint Venture on the Northwest Territories.

Summary Terms of the Arrangement

Under the terms of the Arrangement, on the effective date of the Arrangement the shareholders of Kettle River will receive one (1) New Nadina common share for each Kettle River common share held (the “Share Exchange Ratio”). Based on the 27,716,711 common shares of Kettle River outstanding on the date hereof, Kettle River shareholders will receive under the Arrangement approximately 27,716,711 common shares of New Nadina representing approximately 24.7% of New Nadina's outstanding shares on completion of the Arrangement (based on New Nadina's 84,486,568 outstanding common shares on the date hereof).

The Arrangement has been reviewed by the independent special committees of both New Nadina and Kettle River, and was approved unanimously by the independent directors of both Kettle River and New Nadina. The directors and officers of Kettle River have also entered into voting support agreements with New Nadina under which they have agreed to vote all their Kettle River shares in favour of the Arrangement representing approximately 28% of the shares entitled to vote at the Kettle River annual general and special meeting, currently scheduled to be held on October 16, 2015.

The special committee and Board of Directors of Kettle River have received a Fairness Opinion from
Stephen W. Semeniuk, CFA that the New Nadina share consideration is fair from a financial perspective, to the shareholders of Kettle River. The Board of Directors of Kettle River unanimously recommends that the shareholders vote in support of the Arrangement.

The special committee and Board of Directors of New Nadina received a Fairness Opinion from Ross Glanville & Associates that the New Nadina share consideration is fair from a financial perspective to the shareholders of New Nadina.

The acquisition of Kettle River by New Nadina is expected to be completed by way of a court approved plan of arrangement in British Columbia on November 6, 2015.

The Arrangement provides for customary deal protection mechanisms, including non-solicitation and right to match, in favour of New Nadina. Pending completion of the Arrangement, Kettle River will not issue any debt, equity or equity like securities without the prior written consent of New Nadina.

Closing Conditions

The closing of the Transaction will be subject to completion of several conditions, including:

  • There shall have been no change, condition, event or occurrence which has or is reasonably likely to have a material adverse effect on Kettle River;
  • The Transaction and plan of arrangement will be subject to approval by the shareholders of Kettle River voting as a single class, at an annual general and special meeting of shareholders; and
  • Receipt of all necessary approvals to the Arrangement, including from the TSX Venture Exchange, and the approval of the Supreme Court of British Columbia after a hearing upon the fairness of the Arrangement.

No assurance can be given at this time that the proposed Arrangement will be completed, that the conditions to closing will be satisfied or that the terms of the Arrangement will not change materially from those described in this news release.

Kettle River security holders and New Nadina shareholders and all other interested parties are advised to read the proxy materials relating to the proposed Arrangement that will be filed by Kettle River 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, under Kettle River’s profile.

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.

On Behalf of New Nadina’s Board                                         On Behalf of Kettle River’s Board

“William Meyer”                                                                     “Stephen Levano”

William Meyer                                                                          Stephen Levano

Director                                                                                    Director

For further information contact Ellen Clements at 1-800-856-3966.

Neither 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.

New Nadina Explorations Limited to acquire Kettle River Resources Ltd.

New Nadina Explorations Limited to acquire Kettle River Resources Ltd.

July 20, 2015: New Nadina Explorations Limited (TSX-V: NNA) (“New Nadina”) and Kettle River Resources Ltd. (TSX-V: KRR) (“Kettle River”) are pleased to announce that they have entered into a letter of intent (the "LOI") pursuant to which it is contemplated that New Nadina will acquire all of the outstanding common shares of Kettle River (the “Transaction”). Upon completion of the Transaction, it is anticipated that approximately 27,716,711 common shares of New Nadina will be issued to former Kettle River shareholders to acquire Kettle River.

Summary Terms of the LOI

Under the terms of the LOI, the Transaction will be effected by a plan of arrangement under the Business Corporations Act (British Columbia) whereby New Nadina will acquire from the shareholders of Kettle River, 100% of the outstanding common shares of Kettle River and Kettle River will as a result become a wholly-owned subsidiary of New Nadina. Following the closing of this purchase, New Nadina will own 27,716,711 common shares of Kettle River representing approximately 100% of Kettle River’s outstanding common shares. The proposed Transaction structure remains to be finalized by the parties pursuant to the LOI.

New Nadina will issue to each shareholder of Kettle River one (1) common share in the capital of New Nadina in exchange for one (1) Kettle River common share held by such shareholder. No fractional shares of New Nadina will be issued, and fractions will be rounded down to the nearest lower whole share. Based on the 27,716,711 common shares of Kettle River outstanding on the date hereof, Kettle River shareholders (not including New Nadina) would receive approximately 27,716,711 common shares of New Nadina under the Transaction, representing approximately 24.7% of New Nadina’s outstanding shares on completion of the Transaction (based on New Nadina's 84,486,568 outstanding common shares on the date hereof). All stock options of Kettle River shall be converted into stock options of New Nadina without modification to the exercise price or term.

The LOI provides for customary deal protection mechanisms, including non-solicitation and right to match, in favour of New Nadina. Until December 31, 2015, Kettle River and New Nadina will negotiate exclusively with one another and work together to finalize definitive agreements as soon as reasonably possible and Kettle River will not issue any debt, equity or equity like securities without the prior written consent of New Nadina.

Closing Conditions

The closing of the Transaction will be subject to completion of several conditions, including:

•         completion of due diligence satisfactory to each party by August 14, 2015;

•          •       execution of a formal definitive agreement based on the terms of the LOI and containing other customary terms for a transaction of this nature by August 14, 2015;

•        •     the Transaction and plan of arrangement will be subject to approval by the shareholders of Kettle River at an annual and special meeting of shareholders; and

•          •       receipt of all necessary approvals to the Transaction, including from the TSX Venture Exchange, and the approval of the Supreme Court of British Columbia after a hearing upon the fairness of the Transaction.

No assurance can be given at this time that the proposed Transaction will be completed, that the conditions to closing will be satisfied or that the terms of the Transaction will not change materially from those described in this news release

Appointment of Special Committees

The board of directors of each of New Nadina and Kettle River has appointed an independent special committee to review, negotiate and recommend for approval (if appropriate) the proposed Transaction to their respective boards of directors. New Nadina and Kettle River have two directors in common, Ellen Clements and John Jewitt. The special committee of Kettle River is comprised of Stephen Levano and the special committee of New Nadina is comprised of William Meyer and David Huck. The Transaction is subject to the approval from the TSX Venture Exchange and shareholder approval of Kettle River.

On Behalf of New Nadina’s Board                      On Behalf of Kettle River’s Board

 William Meyer                                                          Stephen Levano

William Meyer                                                              Stephen Levano

Director                                                                        Director

For further information contact Ellen Clements at 1-800-856-3966.

or email: This email address is being protected from spambots. You need JavaScript enabled to view it.       This email address is being protected from spambots. You need JavaScript enabled to view it.          

“Neither 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.”

Tam O’Shanter Property Optioned

July 9, 2015: Kettle River Resources Ltd. (KRR-V) the (“Company”) is pleased to announce an Option Agreement on the Tam O’Shanter property between the Company and Golden Dawn Minerals Inc. (“Golden Dawn”) has been signed.

The Tam O’Shanter property is located west of Greenwood, BC in the historic Greenwood Mining District. The terms of the agreement allow Golden Dawn to earn a 100-per-cent interest by making cash payments for a total of $150,000 within 120 days of TSX approval. The property is subject to a three-per-cent net smelter return (NSR) royalty retained by the Company and gives Golden Dawn the right to purchase two per-cent of the NSR for
$2-million.

Kettle River maintains significant property holdings located east of Greenwood historically known as the Phoenix Mine, BC Mine, the Oro Denoro property group, and Bluebell group. All have had past production and the subject of exploration programs during the thirty years of ownership.

The agreement is subject to the TSX Venture Exchange approval.

 

ON BEHALF OF THE BOARD

“Signed”

Ellen Clements,

President and Chief Executive Officer

 

For further information contact Ellen Clements 1-800-856-3966

 

Caution Regarding Forward-Looking Statements -- This news release may contain certain forward-looking statements, including statements regarding the business and anticipated financial performance of the Company. These statements are subject to a number of risks and uncertainties. Actual results may differ materially from results contemplated by the forward-looking statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include unsuccessful exploration results, changes in metal prices, changes in the availability of funding for mineral exploration and development, unanticipated changes in key management personnel and general economic conditions. When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and should not place undue reliance on such forward-looking statements. The Company does not undertake to update any forward-looking statements, oral or written, made by itself or on its behalf.

 

“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.”

 

Adoption of Advance Notice Provisions

 

October 23, 2014: Kettle River Resources Ltd. (TSX-V: KRR) (the “Company”) announces that the Company held its 2014 Annual General and Special Meeting (the “Meeting”) in Vancouver, BC on October 1, 2014 with a record date of August 25, 2014.

The Company also announces that the Company has adopted the advance notice provisions (the “ANP”) by way of shareholder approval at the Company’s Meeting regarding nominations for the election of directors at meetings of shareholders. The ANP requires, among other things, advance notice to the Company in certain circumstances where a shareholder of the Company intends to nominate persons for election to the Board.

The ANP establishes deadlines by which a registered shareholder must submit to the Company prior to any annual or special meeting of shareholders at which directors are to be elected the names and certain other information on any proposed nominee.

The deadline for notice to the Company in the case of an annual meeting of shareholders is not less than 30 nor more than 65 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business on the 10th day following such public announcement.

The deadline for notice to the Company in the case of a special meeting of shareholders (which is not also an annual meeting), is not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.

The ANP is in effect and will apply to the next Annual General Meeting. The full text of the ANP is available on SEDAR at www.sedar.com.

ON BEHALF OF THE BOARD

“Ellen Clements”

Ellen Clements, Director

For further information contact Ellen Clements at 1-800-856-3966.

“Neither 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.” 

Tam O'Shanter property option terminated

May 1, 2014 Kettle River Resources Ltd. (KRR-V) announces the option agreement on the Tam O’Shanter property between the Company and Golden Dawn Minerals has been terminated. This option agreement was originally announced in a New Release dated November 8, 2010, and accepted by the TSX Venture Exchange on December 2, 2010.

The agreement dated Oct. 28, 2010, (amended January 23, 2013) between Golden Dawn Minerals Inc. and Kettle River Resources Ltd., pursuant to which Golden Dawn has the option to acquire a 100-per-cent interest in the Tam O'Shanter prospect subject to cash compensation of $240,000, the issuance of 1.5 million common shares, work commitments of $2 million. The agreement is subject to a 3% NSR and allows Golden Dawn to purchase up to 2% NSR for $3million.

Golden Dawn was delinquent $155,000 in cash payments, the most recent payment received was in Nov 2011 plus there was lack of consideration regarding shares to be issued considered multiple share consolidations.

ON BEHALF OF THE BOARD

“Signed”

Ellen Clements,

President and Chief Executive Officer

For further information contact Ellen Clements1-800-856-3966

Caution Regarding Forward-Looking Statements -- This news release may contain certain forward-looking statements, including statements regarding the business and anticipated financial performance of the Company. These statements are subject to a number of risks and uncertainties. Actual results may differ materially from results contemplated by the forward-looking statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include unsuccessful exploration results, changes in metal prices, changes in the availability of funding for mineral exploration and development, unanticipated changes in key management personnel and general economic conditions. When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and should not place undue reliance on such forward-looking statements. The Company does not undertake to update any forward-looking statements, oral or written, made by itself or on its behalf.

“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.”

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