Toronto, Ontario–(Newsfile Corp. – April 3, 2023) – Nurcapital Corporation Ltd. (TSXV: NCL.H) (“Nurcapital” or the “Company“), a capital pool company, is pleased to announce that it has entered into a letter of intent dated March 31, 2023 (the “LOI“) with Caravel Resources Corp. (“Caravel“), a private company existing under the laws of the Province of Alberta. The LOI outlines the general terms and conditions pursuant to which Nurcapital and Caravel will effect a business combination and reverse takeover transaction that will result in Nurcapital acquiring all of the issued and outstanding securities of Caravel in exchange for equity in Nurcapital (the “Proposed Transaction“). The Proposed Transaction will constitute Nurcapital’s “Qualifying Transaction” under the policies of the TSX Venture Exchange (the “Exchange“).

Terms of the Proposed Transaction

Pursuant to the terms of the LOI, Nurcapital and Caravel will negotiate and enter into a definitive agreement incorporating the principal terms of the LOI.

Prior to the completion of the Proposed Transaction, Nurcapital will split all of its issued and outstanding common shares (the “Common Shares“) on the basis of approximately 1.24 post-split Common Shares for each one pre-split Common Share (the “Split Ratio“) and change its name to “Caravel Resources Corp.”. Pursuant to the Proposed Transaction, the shareholders of Caravel will receive approximately 21,000,000 post-split Common Shares. As set out further below, participants in a concurrent non-brokered financing of Caravel (the “Concurrent Offering“) will, on closing of the Proposed Transaction, become securityholders of the resulting issuer (the “Resulting Issuer“).

The final structure for the Proposed Transaction is subject to satisfactory tax, corporate and securities law advice on the part of both Nurcapital and Caravel. Completion of the Proposed Transaction is also subject to a number of other conditions, including completion of the Concurrent Offering, receipt of applicable regulatory approvals, including the approval of the Exchange for the Proposed Transaction, completion of satisfactory due diligence and the execution of a definitive agreement and related transaction documents.

Finder’s Fee

In connection with the Proposed Transaction, Nurcapital has entered into finder’s fee agreements whereby certain persons will be paid finder’s fees in the aggregate amount of $200,000 (“Finder’s Fees“) on closing of the Proposed Transaction, in connection with introducing Nurcapital to Caravel. The Finder’s Fees are subject to TSXV acceptance in accordance with the policies of the TSXV. Nurcapital shall pay the Finder’s Fees via the issuance of 800,000 post-split Common Shares.

Capitalization

Nurcapital currently has 3,219,500 common shares and 95,850 incentive stock options issued and outstanding. Under the terms of the LOI, the issued and outstanding shares of Nurcapital will be split in accordance with the Split Ratio, which will result in approximately 4,000,000 Common Shares outstanding on an undiluted basis.

Caravel currently has 15,685,000 common shares issued and outstanding. Caravel is in the process of completing a seed financing round to provide the company with funds to complete near-term operations which will give the company initial cash flow prior to the public listing contemplated herein and the completion of the Concurrent Offering. Upon completion of this seed financing round Caravel will have 21,000,000 shares outstanding. Each Caravel common share will be exchanged for one post-split Common Share, such that, following the completion of the Proposed Transaction, the shareholders of Caravel (exclusive of the those resulting from the Concurrent Offering) are expected to hold, in the aggregate, 21,000,000 post-split Common Shares.

Assuming completion of the Proposed Transaction, but before giving effect to the Concurrent Offering, the Resulting Issuer is expected to have approximately 23,673,669 Common Shares outstanding.

Proposed Private Placement

It is a condition of the LOI that Caravel will complete the Concurrent Offering, which is expected to comprise a non-brokered private placement of securities of Caravel to raise gross proceeds of a minimum of C$1,500,000. Further details of the Concurrent Offering will follow at a later date.

Trading Halt

Trading in the Common Shares of Nurcapital is halted, and will remain halted, until the completion of the Proposed Transaction.

About Nurcapital

Nurcapital was incorporated under the Business Corporations Act (Ontario) on January 8, 2015. The Company is listed as a capital pool company on the NEX Board of the Exchange. Nurcapital’s business objective is to identify and evaluate assets or businesses with a view to a potential acquisition by completing a “Qualifying Transaction” (akin to the Proposed Transaction).

About Caravel

Caravel Resources Corp is a private Alberta corporation that currently holds a 35% working interest in two Alberta Mineral Leases located in the southern Alberta foothills. The leases include two historical wells which have demonstrated potential for sustained production of light sweet crude oil and associated gas. Initial plans include participation in the re-entry and workover of one of these wells in Q2/2023, followed by participation in the drilling of a new horizontal well in Q4/2023 in a structurally-optimum location. For these operations, Caravel will joint venture with an experienced Operator holding a 65% interest in the lands, with Caravel holding a 35% interest.

Caravel believes that new technology and interpretation in petroleum geology and engineering can be brought to bear on this historic producing area, which will result in identification and development of significant new petroleum resources. The company expects significant near-term sales and the area is well serviced with transport and processing facilities, and excellent access to markets.

About the Resulting Issuer

The business objective of the Resulting Issuer will be to carry out the business of Caravel.

Further Information

A comprehensive press release relating to the Proposed Transaction, in accordance with the policies of the Exchange, will follow on or in connection with the execution of a definitive agreement relating to the Proposed Transaction.

All information contained in this news release with respect to Nurcapital and Caravel was supplied by the parties respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.

A filing statement in respect of the Proposed Transaction will be prepared and filed on SEDAR at www.sedar.com in accordance with Policy 2.4 of the Exchange no less than seven business days prior to the closing of the Proposed Transaction. A press release will be issued once the filing statement has been filed.

For further information regarding the Proposed Transaction, please contact:

Nurcapital Corporation Ltd.

Sharief Zaman, Director
Telephone: 416-754-4135
Email: [email protected]

Caravel Resources

Name George Langdon; Title CEO
Telephone: 647-631-5405
Email: [email protected]

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, completion of satisfactory due diligence, completion of the Concurrent Offering, execution of a definitive agreement in respect of the Proposed Transaction, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed 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.

The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved of the contents of this release.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this press release.

This press release does not constitute and the subject matter hereof is not, an offer for sale or a solicitation of an offer to buy, in the United States or to any “U.S. Person” (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “1933 Act”)) of any equity or other securities of Nurcapital or Caravel. The securities of Caravel or the Resulting Issuer to be issued in connection with the Concurrent Offering have not been registered under the 1933 Act and may not be offered or sold in the United States (or to a U.S. Person) absent registration under the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act.

Forward-Looking Statements

This press release contains statements which constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs, and current expectations of Nurcapital and Caravel with respect to future business activities. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes information regarding: (i) the completion of the Concurrent Offering and the terms on which the Concurrent Offering is intended to be completed; (ii) the terms on which the Proposed Transaction is intended to be completed, and (iii) the ability to obtain necessary approvals (including, without limitation, regulatory and TSXV approvals) and other factors.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflect Nurcapital and Caravel’s respective management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Nurcapital and Caravel believe that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance, or achievements of the Resulting Issuer. Among the key factors that could cause actual results to differ materially from those projected in the forward looking information are the following: the ability to obtain requisite approvals and the satisfaction of other conditions related to the consummation of the Proposed Transaction and Concurrent Offering, the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions related to the consummation of the Proposed Transaction on the proposed terms; the potential impact of the announcement or consummation of the Proposed Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; the re-rating potential following the consummation of the Proposed Transaction; changes in general economic, business and political conditions, including changes in the financial markets; and the diversion of management time on the Proposed Transaction. This forward-looking information may be affected by risks and uncertainties in the business of Nurcapital and Caravel and market conditions.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated, or expected. Although Nurcapital and Caravel have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. Nurcapital and Caravel do not intend, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

Not for distribution to U.S. newswire services or for dissemination in the United States

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/161137