News Releases
| March 10, 2009 26 Broadway Announces Qualifying Transaction | |||||||||||||||||||||||||
| NR 2009-2 Joint News Release with 26 Broadway Capital Corp. Suite 750, 999 Canada Place Vancouver, British Columbia, V6C 3E1 Telephone: (604) 638-8072; Fax: (604) 688-9620 Trading Symbol: TSXV:JDR.P Vancouver, BC -- 26 Broadway Capital Corp. (TSXV: JDR.P) (the "Company"), a capital pool company, is pleased to announce that it has entered into a subscription agreement (the "Agreement") dated effective March 9, 2009 with Nova Uranium Corporation ("Nova Uranium") for a private placement (the "Private Placement"). Pursuant to the terms of the Agreement, the Company will purchase up to 9,800,000 common shares of Nova Uranium (the "Nova Uranium Shares") at a price of $0.05 per share for aggregate consideration of up to $490,000 in cash. The Company anticipates it will invest all of its available cash reserves, except for such amounts as are necessary to pay current and anticipated payables and the costs of its dissolution as mentioned below. Following the completion of the Private Placement, the Company will undertake the necessary steps to allow it to distribute the Nova Uranium Shares pro rata to the shareholders of the Company (the "Distribution") and thereafter to be delisted and dissolved (the "Dissolution"). Any Nova Uranium Shares distributed to the shareholders of the Company who are currently holding their shares of the Company in escrow, will continue to be held in escrow. It is anticipated that all Nova Uranium Shares distributed to the Company's shareholders will be subject to a statutory four month hold period. The Company intends to make the Private Placement and subsequent Distribution and Dissolution its proposed "Qualifying Transaction" pursuant to Policy 2.4 of the TSX Venture Exchange (the "Exchange"). Nova Uranium does not anticipate any new Control Person (as such term is defined in Exchange policies) will be created in connection with the Private Placement. The closing of the proposed Qualifying Transaction is subject to a number of conditions, including but not limited to, the receipt of all requisite regulatory approvals, including final Exchange acceptance, and the approval of the Company's shareholders. The Exchange's final acceptance of the Qualifying Transaction will be conditional, among other things, upon receipt of the majority of minority shareholder approval of the Qualifying Transaction and the shareholder approval of the Dissolution by an ordinary resolution. For this purpose, the Company will schedule an extraordinary meeting of its shareholders. The proposed Qualified Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all. The Company and Nova Uranium anticipate completing the Private Placement within five business days following receipt of the necessary shareholder approval, after which the Company will commence the Distribution and the Dissolution. Nova Uranium Nova Uranium is a reporting issuer in the provinces of British Columbia and Alberta and has its shares listed on the Exchange under the symbol "NUC". Nova Uranium's principal business is the acquisition, exploration and development of natural resource properties with the goal of developing and placing into production properties warranting such further development. Nova Uranium is currently dedicated to the exploration and development of three uranium properties located in Quebec, Canada. Two of these properties, Otish and Pom Pom, are believed to be high-grade uranium targets, while the Fortune property (the "Fortune Property") is considered a low-grade bulk tonnage target. In November 2007, Nova Uranium announced that it had signed a mineral property option agreement to purchase a 100% interest in the Fortune Property. The Fortune Property is located about eight kilometres north of the St. Lawrence River and consists of three claim blocks, totalling 66 claims, covering 3,864 hectares (9,548 acres) of private rural land. The Fortune Property is a few kilometres north of the industrial community of Portneuf (50 kilometres west of Quebec City), which hosts a major cement quarry-plant facility (Saint-Basile) and the Alcoa aluminium smelter (Deschamault). It is a condition of the Qualifying Transaction that Nova Uranium use the proceeds from the Private Placement to advance the Fortune Property. Further information concerning Nova Uranium can be found online at www.sedar.com and Nova Uranium's website at www.novauranium.com. The following table shows the total revenues, net income from continuing operations, total assets, long-term liabilities, and shareholders' equity for Nova Uranium as at and for the years ended June 30, 2008 and 2007 and the six months ended December 31, 2008.
The Company currently has 1,920,000 shares outstanding and 850,000 shares under option to its directors and officers. The directors and officers of the Company have agreed to terminate the options upon the closing of the Private Placement. Nova Uranium currently has 26,622,631 common shares issued and outstanding. The current directors and officers of the Company are: Jason Scharfe (Chief Executive Officer, President and Director), P. Bradley Kitchen (Chief Financial Officer and Director), Craig Barton (Director), Bryan Slusarchuk (Director) and Desmond Balakrishnan (Corporate Secretary). Mr. Slusarchuk is also a director of Nova Uranium and has abstained from approving the Private Placement. Neither the composition of the board of directors nor officers of the Company or Nova Uranium will be affected by the completion of the Private Placement. Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying 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. Trading in the common shares of the Company shall remain halted until further notice, in accordance with the policies of the Exchange. For further information, please contact: P. Bradley Kitchen, Chief Financial Officer and Director, Phone: (604) 638-8072; Fax: (604) 688-9620 or via email at bkitchen@shaw.ca. Further information on Nova Uranium may be obtained at www.sedar.com and Nova Uranium's website at www.novauranium.com. ON BEHALF OF THE BOARD "Jason Scharfe" ------------------------------------ Jason Scharfe, CEO, President and Director 26 Broadway Capital Corp ON BEHALF OF THE BOARD "Donald G. Moore" Donald G. Moore CEO and Director Nova Uranium Corporation 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. 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. 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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