Nebu Resources Enters into Non-Binding Letter of Intent with LeMine Developments with Respect to Proposed Business Combination

TORONTO, ON / ACCESSWIRE / February 29, 2016 / Nebu Resources Inc. (TSXV: NBU) (“Nebu” or the “Corporation“) is pleased to announce that it has entered into a non-binding letter of intent with LeMine Developments Corp. (“LeMine“), an arm’s length private company in the real estate development business, dated February 17, 2016 (the “Letter of Intent“), which outlines the general terms and conditions of an arm’s length proposed transaction pursuant to which Nebu will acquire shares of LeMine through a share exchange, amalgamation, plan of arrangement or such other comparable form of transaction as determined by Nebu and LeMine following a review of all relevant tax, corporate and securities law considerations and a due diligence review (the “Transaction“), thereby acquiring and operating the LeMine business. Upon completion of the Transaction, the Resulting Issuer (as defined below) will continue to carry on the business of LeMine as currently constituted.

The Transaction is expected to be structured as a Reverse Takeover (“RTO“) pursuant to Policy 5.2 — Change of Business and Reverse Takeovers of the TSX Venture Exchange (“TSX-V”). The Transaction is subject to regulatory approval, including the approval of the TSX-V, and standard closing conditions, including the approval of the Transaction by the directors of each of Nebu and LeMine, and completion of due diligence investigations to the satisfaction of each of the parties.

Trading in the common shares of Nebu was halted prior to and as a result of this announcement and will remain halted until such time as all required documentation has been filed with and accepted by the TSX-V and permission to resume trading has been obtained from the TSX-V.

Further details about the proposed Transaction and the Resulting Issuer will be provided in a comprehensive news release when the parties enter into a Definitive Agreement and in a disclosure document to be prepared and filed in respect of the Transaction.

Additional information with respect to the Transaction will be provided in subsequent news releases.

About Nebu Resources Inc.

Nebu Resources Inc. is a junior exploration company focused on gold exploration in the Timmins Gold Camp and the West Kirkland Area of Ontario, Canada.

About LeMine Developments Corp.

LeMine Development Corp. is an experienced, innovative and award-winning developer, known for leading high-profile developments such as The Academy in Toronto and Central Park Ajax. LeMine Development Corp. won the 2015 Building Industry and Land Development Association’s People’s Choice Award for best residential construction project in the GTA, and looks forward to bringing the next generation of urban lifestyle to Canada.

For further information, contact: Paul J. Crath, Director, 416-504-4128.

Forward-Looking Information

This news release contains forward-looking information based on current expectations. Forward-looking statements include estimates and statements that describe Nebu’s future plans, objectives or goals, including words to the effect that Nebu or its management team expects a stated condition or result to occur. Forward-looking statements may be identified and include such terms as “believes”, “anticipates, “expects”, “estimates”, “may”, “could”, “would”, “will”, or “plan”. Actual results or statements relating to, among other things, the successful closing of the Transaction, execution of the Definitive Agreement, filing of a comprehensive disclosure document, expected terms of the Transaction, the number of securities of the Resulting Issuer that may be issued in connection with the Transaction, the ownership ratio of Nebu and LeMine post-closing, shareholder and regulatory approval of the Transaction and the parties’ ability to satisfy closing conditions and receive necessary approvals are all forward-looking statements. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management’s reasonable assumptions, there can be no assurance that the Transaction will occur or that, if the Transaction does occur, it will be completed on the terms described above. Nebu assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances except in accordance, and as required by, applicable securities law. Neither TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Completion of the transaction is subject to a number of conditions, including TSX-V acceptance and disinterested shareholder approval. There can be no assurance that the transaction will be completed as proposed or at all.

SOURCE: Nebu Resources Inc.

ReleaseID: 437301