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NPN INVESTMENT GROUP INC. ANNOUNCES TSX VENTURE CONDITIONAL APPROVAL OF QUALIFYING TRANSACTION
Ottawa (Ontario), June 12, 2007 - NPN Investment Group Inc. (“NPN”) (TSX Venture Exchange: NPN.p), an Ottawa-based capital pool company, is pleased to announce that it has obtained conditional approval from the TSX Venture Exchange (the “Exchange”) for its filing statement dated June 12, 2007 (the “Filing Statement”). The Filing Statement has been completed for an agreement in principle with Michael England, an individual resident in the Province of British Columbia (“England”), pursuant to which NPN will acquire a 100% interest in certain agreements (the “Underlying Agreements”) between Full Metal Minerals Ltd. (“Full Metal”) and Hunter Exploration Group (“Hunter”) and Full Metal and Nunavut Tunngavik Incorporated (“NTI”). The acquisition of the Underlying Agreements constitutes NPN’s qualifying transaction pursuant to the policies of the Exchange. The Filing Statement has been placed on SEDAR today. The parties intend to close the transaction on June 22, 2007.
As previously disclosed by NPN on March 12, 2007, in return for acquiring all of the rights and obligations of Full Metal under the Underlying Agreements NPN will pay consideration of $218,000 to Full Metal as follows: (i) total cash payment of $83,000; and (ii) the issuance from treasury of 1,250,000 common shares of NPN at a value of $0.10 per common share (800,000 common shares to be issued on closing and 450,000 common shares to be issued on or before December 15, 2007). It was subsequently agreed that NPN would grant England 125,000 incentive options exercisable at $0.10 at closing and expiring five years from the date of issue in place of the 100,000 common shares that were to be issued in consideration for arranging the assignment of the Underlying Agreements by Full Metal to NPN.
Concurrent with the acquisition of the Underlying Agreements by NPN, NPN will offer for sale by way of a private placement (the “Financing”) 6,000,000 NPN units (“NPN Units”) at a price of $0.10 per NPN Unit. Each NPN Unit will consist of one common share of NPN and one half of one common share purchase warrant (“NPN Warrant”). Each whole NPN Warrant will entitle the holder to purchase one common share of NPN at a price of $0.165. The NPN Warrants will expire two years from the closing of the Financing. Funds from the Financing will be primarily utilized to satisfy the initial listing requirements of the Exchange, complete a first year work program on the Arcadia Claims, and for general working capital. The current directors of NPN will be purchasing 800,000 NPN Units offered pursuant to the Financing.
The qualifying transaction will be completed as disclosed in NPN’s press release of March 12, 2007 subject to the following modifications. Firstly, Mr. Paul Barbeau will not be resigning as a director of NPN at the time of closing of the transaction to ensure that the requirements of the Ontario Business Corporations Act regarding the residency of directors is met. Mr. Barbeau will consequently be retaining his previously issued 85,000 stock options. Secondly, England will not be purchasing 1,000,000 common shares of NPN from the existing directors. Rather, he will be acquiring 675,000 of these shares with the balance of the shares (being 325,000 shares) being acquired by Olga Nikitovic, who will be NPN’s new Chief Financial Officer.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. 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 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 and has neither approved nor disapproved the contents of this press release.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Mr. Paul Barbeau, President and CEO
NPN Investment Group Inc.
30 Chamberlain Street
(613) 232-1642 (tel)
(613) 232-1658 (fax)