Big Bar Announces Closing of Private Placement And Grant of Stock Options

September 15, 2016 – Vancouver, British Columbia (NEX Board of TSX-V: BBR.H) Big Bar Resources Corporation (“Big Bar” or the “Company”) is pleased to report that the previously announced non-brokered private placement financing (the “Financing”) has been closed to raise gross proceeds of approximately $2,315,169 through the sale of 11,024,612 units (the “Units”).

The Financing

The Units were priced at $0.21 and consists of one common share of the Company and one transferable common share purchase warrant (each, a “Warrant”), with each Warrant entitling the holder to purchase one additional common share of the Company at a price of $0.40 until September 15, 2018 subject to an acceleration provision (the “Acceleration Provision”). Pursuant to the Acceleration Provision, the expiry date of the Warrants may be accelerated by the Company at any time prior to the expiry date of the Warrants if the average closing price of the Company’s common shares is equal to or greater than $0.60 for any 10 consecutive trading days, at which time the Company may accelerate the expiry date by issuing a press release announcing the reduced warrant term whereupon the Warrants will expire on the 20th calendar day after the date of such press release.

The majority of the net proceeds from the Financing will be used to complete CSS devices for clinical trials / product validation, IRB Approval Clinical Trials, Preparation of U.S. Food and Drug Administration FDA submission and regulatory compliance and for general working capital purposes.

All securities issued in connection with the Offering are subject to a four-month hold period in accordance with securities regulation, until January 16, 2017. The Offering and the closing of the Transaction described below remain subject to final acceptance of the TSX Venture Exchange.

Stock Option Awards

The Company has granted an aggregate of 6,000,000 incentive stock options to certain of its directors, officers and consultants, which options shall be conditional upon, and granted pursuant to, the terms of the Company’s stock option plan to be adopted at the Company’s shareholder meeting to be held on September 21, 2016. Such options are exercisable at the price of $0.21 for a period of five years from grant, and are subject to the acceptance of the TSX Venture Exchange.
The options, which vest immediately upon grant, and the common shares issuable upon exercise will be subject to a four-month hold period expiring on January 22, 2017.

The Transaction

As previously announced on November 5, 2015, the Financing was a condition to the Company’s transaction with CVR Global, Inc. (the “Transaction”). Under the Transaction, the Company will acquire the patents from CVR Global through the issuance of an aggregate of 7,000,000 of its common shares to CVR Global.
Upon closing of the Transaction, CVR Global and the Company will form a joint venture (the “Joint Venture”) pursuant to which the Company will contribute the patents and working capital, and CVR Global will contribute certain additional patents and intellectual property as well as management know-how and marketing expertise, for an initial equal equity interest by both parties in the Joint Venture.

Other Information and Updates

In accordance with Exchange policy, the Company’s shares are halted from trading and will remain halted until such time as determined by the Exchange, which, depending on the policies of the Exchange, may not occur until the completion of the Transaction. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements.

The Company will provide further details in respect of the Transaction, in due course, by way of news releases.

This news release contains statements about the Company’s expectations regarding the completion of the Transaction and Financing that are forward-looking in nature and, as a result, are subject to certain risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them as actual results may differ materially from the forward-looking statements and there can be no assurance that such expectations will prove to be correct. Factors that could cause the actual results to differ materially from those in forward-looking statements include failure to complete the Transaction and Financing for any reason whatsoever, including failure to obtain Exchange acceptance or shareholder approval therefor. The forward-looking statements contained in this news release are made as of the date hereof, and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

This news release does not constitute and the subject matter hereof is not, an offer for sale or a solicitation of an offer to buy, in the United States or to any “U.S Person” (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “1933 Act”)) of any equity or other securities of the Corporation. The securities of the Corporation have not been registered under the 1933 Act and may not be offered or sold in the United States (or to a U.S. Person) absent registration under the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act.

Completion of the Transaction and Financing is subject to a number of conditions, including Exchange acceptance. There can be no assurance that the Transaction and Financing will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the Transaction and Financing, any information released or received with respect to the Transaction and Financing may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

The Exchange has in no way passed upon the merits of the Transaction and Financing and has neither approved nor disapproved the contents of this news release.