TORONTO, April 15 /CNW/ - Nuinsco Resources Limited (TSX:NWI) today announced it has reached a definitive agreement to sell its Rainy River property, located in the Rainy River district of Northwestern Ontario, to Collingwood Capital Corp, a TSX Venture Exchange company. The sale agreement replaces the letter agreement between Nuinsco and 608457 B.C. respecting the purchase and sale of the Rainy River property, which agreement was assigned by 608457BC to Collingwood Capital Corp. Nuinsco will receive total cash payments of $2.5 million, of which $750,000 has been paid by 608457B.C. to Nuinsco to date. Collingwood will pay to Nuinsco the balance of $1.75 million in seven equal quarterly installments of $250,000 each. The first payment is due on June 15, 2005. Nuinsco will receive a bonus of $2.5 million on commencement of commercial production or direct shipment of ore from the property. Collingwood will also pay to Nuinsco a quarterly royalty of $1.00 per ton of ore produced from the property, subject to an annual Consumer Price Index adjustment. In addition to the cash portion of the purchase price, Collingwood will issue to Nuinsco on closing a total of 549,345 common shares of Collingwood, at a deemed price of $1.00 per share, calculated on a subdivided basis. (has received shareholder approval to subdivide its shares on a four - for- one basis. If the subdivision is completed before the completion of the purchase, Nuinsco will receive 2,197,380 common shares at a deemed price of 25 cents each). If Collingwood proposes to issue any additional securities in order to finance the continued development of the Rainy River property, Nuinsco shall have the preemptive right to participate in such financing, to a maximum of 7 per cent thereof for a term of five years. In addition, if Collingwood completes an equity financing within 30 days following closing, Nuinsco will be entitled to receive additional shares of Collingwood equal to 7 per cent of that financing. As security for payment of the purchase price, Collingwood will grant to Nuinsco a first mortgage and general security interest over the interest it acquires in the Rainy River property and all related assets. "We are pleased to complete the sale of the Rainy River property because Nuinsco shareholders are receiving value for an inactive asset, and the sale agreement allows for a further revenue stream with continued development of the property. Nuinsco is implementing a property rationalization plan aimed at maximizing the value of its property holdings and providing a focus on the exploration and development of its uranium, nickel and copper properties," said Warren Holmes CEO and director. FORWARD-LOOKING STATEMENTS: Except for statements of historical fact, all statements in this news release - including, without limitation, statements regarding future plans and objectives of are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate; actual results and future events could differ materially from those anticipated in such statements. %SEDAR: 00001232E
