N@N

Dauntless Capital Corp. announces Qualifying Transaction and entry into definitive Agreement

^{Published on 2010-05-27 16:00:27 - Market Wire}
 

 (a) pay to NZU the sum of $1,000,000, less the Deposit described below; and (b) issue to NZU 10,000,000 Shares, at an agreed value of CDN $0.15 per Share. 

 (a) on or before each of the first and second anniversaries of the Subject Removal Date: (i) the sum of $500,000, in cash, and (ii) either (at the election of Dauntless) (A) an additional sum of $500,000, in cash, (B) that number of Shares as is calculated by dividing $500,000 by the product of (1) the VWAP (as defined in the Agreement) multiplied by (2) the difference between 100% and the Applicable Discount (as defined in the Agreement), or (C) some combination of (A) and (B); and (b) on or before each of the third and fourth anniversaries of the Subject Removal Date, either (at the election of Dauntless): (A) an additional sum of $500,000, in cash, (B) that number of Shares as is calculated by dividing $500,000 by the product of (1) the VWAP multiplied by (2) the difference between 100% and the Applicable Discount, or (C) some combination of (A) and (B). 

 ------------------------------------------------------------------------- Spot U(3)O(8) Price Royalty ------------------------------------------------------------------------- Less than $60 4% ------------------------------------------------------------------------- At least $60 but not over $78 5% ------------------------------------------------------------------------- Over $78 but not over $96 6% ------------------------------------------------------------------------- Over $96 but not over $114 7% ------------------------------------------------------------------------- Over $114 but not over $132 8% ------------------------------------------------------------------------- Over $132 but not over $150 9% ------------------------------------------------------------------------- Over $150 10% ------------------------------------------------------------------------- 

 (a) Dauntless, at its own expense, as quickly as possible and, in any event, by August 18, 2010, obtaining a title report (and, if required, title insurance) in form and substance acceptable to Dauntless, confirming that the Properties are free and clear of all liens, charges, encumbrances or other defects in title (other than specified encumbrances); (b) Dauntless completing a satisfactory due diligence review of the Properties on or before the Subject Removal Date; (c) NZU obtaining, on or before the Subject Removal Date, a written consent or other document from Comerica Bank, in form and substance acceptable to Dauntless, acting reasonably, releasing the Properties from any and all security interests which Comerica Bank may have in or to the Properties; (d) Dauntless obtaining the written consent of a majority of Dauntless' shareholders to NZU becoming a control person of Dauntless through the issuance of Shares to NZU; (e) receipt of the approval of the Exchange to the Transaction being Dauntless's Qualifying Transaction; and (f) Dauntless being listed on the Exchange as a Tier 1 Issuer upon completion of the Transaction.