Looks like a new shell is about to be formed.
Noble Consolidated Industries Corp. Transfers Rights to C.O.D. Project
Noble Consolidated Industries Corp. (Pink Sheets:USCN) (the “Company”) announces that, on October 21, 2009, the Company transferred all of its interest in the 260 acres of mineral rights in Mohave County, Arizona which comprise the C.O.D. Project (the “Rights”) to Costena Resources, Inc. in consideration for a $2,500,000 convertible promissory note (the “Note”) which Costena delivered to the Company. The Note bears interest at the rate of 10% per annum through its 1 year term. In the event that Costena files a registration statement with the Securities and Exchange Commission and is called for trading on an American stock exchange or otherwise makes a market for its common shares, the Company shall have the right to convert the whole or any part of the principal secured and/or interest due under the Note into common shares of Costena at a conversion price equivalent to a 20% discount to the average closing price of the Costena’s common shares as quoted on such stock exchange or trading facility through which a market for the common shares may be made for the 5 trading prior to the Company’s notice of intention to convert as required under the Note.
After the Company’s share exchange with Noble Technologies Corp on July 15, 2009, the C.O.D. Project was not relevant within the context of the Company’s amended business plan. After meeting and negotiating with other qualified purchasers in the mining industry, management of the Company agreed to terms with Costena. The directors of the Company and shareholders representing a majority of the Company’s common shares approved the Asset Purchase Agreement which specified the terms and conditions relating to transfer of the Rights to Costena.
Noble Consolidated Industries Corp. is a service provider to the North American mining industry and is specifically focused on the processing, smelting and refining of precious and base metal ore bearing concentrates as produced by third party mine owners and operators. The Company uses an innovative process designed to optimize the recovery of targeted minerals at its 31,000 square foot processing facility in McCarran, Nevada.
FORWARD-LOOKING STATEMENTS
This press release contains statements which may constitute “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Those statements include statements regarding the intent, belief or current expectations of U.S. Canadian Minerals, Inc. and members of its management as well as the assumptions on which such statements are based. Prospective investors are cautioned that such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Important factors currently known to management that could cause actual results to differ materially from those in forward-looking statements include, among others, material variations in the value of the commodities being processed and refined by the Company, unforeseen material fluctuations in operating results and the ability to compete successfully in our market sector. Forward looking statements are made based on management's beliefs, estimates and opinions on the date the statements are made and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as updates may be required by applicable law. Such forward-looking statements reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions, including, the risks and uncertainties outlined in our most recent financial statements and reports and registration statements filed with the United States Securities and Exchange Commission (the "SEC")(available at www.sec.gov). Although the Company believes that the plans, expectations and intentions contained in this news release are reasonable, there can be no assurance those plans, expectations or intentions will prove to be accurate. Investors should consider all of the information set forth herein and should also refer to the risk factors disclosed in the Company's periodic reports filed from time-to-time with the SEC. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
