/THIS NEWS RELEASE IS INTENDED FOR
DISTRIBUTION IN CANADA ONLY AND IS
NOT INTENDED FOR DISTRIBUTION TO UNITED
STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./
TSXV: AEL.H
MONTREAL, Nov. 15,
2024 /CNW/ - AMSECO EXPLORATION LTD. (TSXV:
AEL.H) ("Amseco" or the "Company"), a mineral
exploration company listed on the NEX board of the TSX Venture
Exchange (the "Exchange"), is pleased to announce that its
Filing Statement dated November 14,
2024 (the "Filing Statement") has been filed on
SEDAR+ and is available under the profile of Amseco. The Filing
Statement describes the Company's previously announced proposed
share acquisition (the "Transaction") with Canadian Gold
Resources Ltd. ("Canadian Gold") which will constitute a
"Reverse Takeover" of Amseco in accordance with Exchange Policy 5.2
– Changes of Business and Reverse Takeovers and is
considered an arm's length transaction.
Filing Statement
The Company has received conditional approval of the Exchange to
complete the Transaction, subject to closing of the Transaction by
no later than January 28, 2025.
Completion of the Transaction remains subject to a number of
conditions, including final approval of the Exchange. The Company
also received conditional approval of the Exchange for the
concurrent private placements of Canadian Gold and Amseco, the name
change of Amseco to "Canadian Gold Resources Ltd." (the "Name
Change"), the consolidation of the issued and outstanding
common shares of Amseco (the "Amseco Shares") on the basis
of one (1) post-consolidation Amseco Share for each 5
pre-consolidation Amseco Shares (the "Consolidation") and
the adoption of a new 10% rolling stock option plan upon closing of
the Transaction (the "New Plan").
The Company also announces amendments to the minimum and maximum
proceeds in its previously announced concurrent private placement.
As a condition to the closing of the Transaction, Amseco will
complete its non-brokered best efforts private placement, in
addition to the Canadian Gold Financing (as defined below),
consisting of: (i) a minimum of 2,600,000 units (the "Amseco
Units") at a price $0.25 per
Amseco Unit, for gross proceeds of $650,000, and a maximum of 3,000,000 Amseco Units
for gross proceeds of $750,000, with
each Amseco Unit being comprised of one Amseco Share on a
post-Consolidation basis and one transferable post-Consolidation
Amseco Share purchase warrant, with each warrant entitling its
holder to purchase one Amseco Share on a post-Consolidation basis
at $0.35 per share, for a period of
24 months and (ii) a minimum of 2,666,667 Amseco flow-through units
(the "Amseco FT Units") at a price of $0.30 per Amseco FT Unit, for gross proceeds of
$800,000 and a maximum of 3,166,667
Amseco FT Units for gross proceeds of $950,000, with each Amseco FT Unit being
comprised of one "flow-through" Amseco Share on a
post-Consolidation basis and one-half of one transferable
post-Consolidation Amseco Share purchase warrant, with each whole
warrant entitling its holder to purchase one Amseco Share on a
post-Consolidation basis at $0.40 per
share for a period of 24 months.
Upon Closing of the Transaction, Canadian Gold is expected to
complete a non-brokered best efforts private placement through the
issuance of 52,000 common shares of Canadian Gold (the "Canadian
Gold Shares") at a price of $0.25
per Canadian Gold Share for gross proceeds of $13,000.
The New Plan will replace the Company's current stock option
plan. Pursuant to the New Plan, the board of directors may grant
stock options to directors, officers, employees, and consultants of
the Company up to a maximum of 10% of the total the number of
issued and outstanding shares of the Company from time to time. No
stock option granted under the New Plan will be exercised until
requisite shareholder approval having been obtained. Shareholder
approval will be obtained at the next formally held meeting of the
shareholders and must be obtained no later than the earlier of the
resulting issuer's next annual meeting of its shareholders and 12
months from the implementation of the New Plan and the grant of
options, as the case may be, pursuant to Exchange Policy 4.4 –
Security Based Compensation.
Closing of the Transaction, the Amseco Financing, the Canadian
Gold Financing, the Name Change and the Consolidation is expected
on or about November 18, 2024.
Additional information concerning Canadian Gold, the
Transaction, the Amseco Financing, the Canadian Gold Financing, the
Name Change, the Consolidation and the New Plan are provided in the
Filing Statement available under Amseco's SEDAR+ profile at
www.sedarplus.ca.
Amended and Restated Financial Statements and
MD&A
The Company also announces that, in connection with the
preparation for the closing of the Transaction, it has restated and
refiled its previously issued interim financial statements and
management discussion and analysis for the three and six-month
periods ended June 2024 and 2023. The
changes were made to further comply with IFRS standards and to
correct certain information in the notes.
About Amseco Exploration Ltd.
Amseco is a mineral exploration company focused on the
acquisition, exploration and development of mineral resource
properties.
ON BEHALF OF THE BOARD OF DIRECTORS OF AMSECO EXPLORATION
LTD.
Jean Desmarais, Director and
CEO
jeandesmarais@mac.com
1-514-898-5326
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Completion of the Transaction is subject to a number of
conditions, including but not limited to, the Exchange's final
acceptance. The Transaction cannot close until certain conditions
are met. There can be no assurance that the Transaction will be
completed as proposed or at all.
Investors are cautioned that, except as disclosed in the
filing statement prepared in connection with the Transaction, any
information released or received with respect to the Transaction
may not be accurate or complete and should not be relied upon.
Trading in the securities of Amseco should be considered highly
speculative.
All information contained in this news release with respect
to Amseco and Canadian Gold was supplied by the parties,
respectively, for inclusion herein, and Amseco and its respective
directors and officers have relied on Canadian Gold for any
information concerning such party.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any securities in the United States. The securities have not
been and will not be registered under the United States Securities
Act of 1933, as amended (the "U.S. Securities Act"), or any state
securities laws, and may not be offered or sold within the United States or to U.S. Persons unless
registered under the U.S. Securities Act and applicable state
securities laws or an exemption from such registration is
available. "United States" and "U.S. Person" are as defined
in Regulation S under the U.S. Securities Act.
Forward Looking Information
This press release contains "forward-looking information" within
the meaning of applicable Canadian securities legislation.
Generally, forward-looking information can be identified by the use
of forward-looking terminology such as "plans", "expects" or "does
not expect", "is expected", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", or variations (including negative and grammatical
variations) of such words and phrases or state that certain acts,
events or results "may", "could", "would", "might" or "will be
taken", "occur" or "be achieved".
Forward-looking information in this press release may include,
without limitation, statements relating to: the completion of the
Transaction and the timing thereof, the completion of the proposed
concurrent Private Placements and the use of proceeds therefrom,
obtaining regulatory approvals for the Transaction, the completion
of the Consolidation, the completion of the Name Change and
shareholder approval of the New Plan.
These statements are based upon assumptions that are subject to
significant risks and uncertainties, including risks regarding the
mining industry, commodity prices, market conditions, general
economic factors, management's ability to manage and to operate the
business, and explore and develop the projects, of the resulting
issuer, and the equity markets generally. Because of these risks
and uncertainties and as a result of a variety of factors, the
actual results, expectations, achievements or performance of each
of Amseco and Canadian Gold may differ materially from those
anticipated and indicated by these forward-looking statements. Any
number of factors could cause actual results to differ materially
from these forward-looking statements as well as future results.
Although each of Amseco and Canadian Gold believes that the
expectations reflected in forward looking statements are
reasonable, they can give no assurances that the expectations of
any forward-looking statements will prove to be correct. Except as
required by law, each of Amseco and Canadian Gold disclaims any
intention and assume no obligation to update or revise any
forward-looking statements to reflect actual results, whether as a
result of new information, future events, changes in assumptions,
changes in factors affecting such forward-looking statements or
otherwise.
Neither the 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.
SOURCE AMSECO EXPLORATION LTD.