VANCOUVER, BC, Oct. 30, 2020 /CNW/ - ESV Resources Ltd.
(the "Company") (TSXV: ESV.H), further to its news release
dated September 24, 2020, is pleased
to announce that the non-brokered private placement financing (the
"Concurrent Financing") of 1255269
B.C. Ltd. (the "Guia Antigua Vendor") will be
increased from the previously announced 15,555,000 subscription
receipts, for gross proceeds of up to $7,000,000, to 18,666,667 subscription receipts
for gross proceeds of up to $8,400,000. The subscription receipts will be
issued by the Guia Antigua Vendor at a price of $0.45. The Concurrent Financing is a
condition to completing the Company's previously announced
acquisition of the outstanding share capital of the Guia Antigua
Vendor, which controls the Guia Antigua project (the "Guia
Antigua Acquisition").
The proceeds of the Concurrent Financing will be held in escrow,
pending the Company receiving all applicable regulatory approvals
and completing the Guia Antigua Acquisition. Upon
satisfaction of the escrow release conditions, immediately prior to
completion of the Guia Antigua Acquisition, each subscription
receipt will automatically convert into one common share of the
Guia Antigua Vendor for no additional consideration and will be
exchanged for common shares of the Company on a one-for-one
basis. If the Guia Antigua Acquisition is not completed on or
before February 28, 2021, the
proceeds of the Concurrent Financing will be returned to the
subscribers. A finder's fees of six percent cash may be payable to
certain arm's length parties who introduce subscribers to the
Concurrent Financing, in accordance with the policies of the TSX
Venture Exchange (the "Exchange").
Concurrently with (and conditional upon) closing of the Guia
Antigua Transaction, the Company also intends to complete the
previously announced acquisition of the Zancudo project from Gran
Colombia Gold Corp. ("Gran Colombia") (the "Zancudo
Acquisition") and together with the Guia Antigua Acquisition,
the "Transaction"), which such project is currently under
option to IAMGOLD Corp.
Following completion of the Transaction, it is anticipated that
the proceeds from the Concurrent Financing will be utilized
principally to undertake an exploration program at the Guia Antigua
project, for the general and administrative expenses of the
Company, and for the purposes of identifying and conducting due
diligence in respect of additional project acquisitions. As the
Company will hold a carried interest in the Zancudo project
(pursuant to the terms of the option agreement with IAMGOLD Corp.),
the Company does not anticipate that any material portion of the
proceeds will be incurred on or in respect of the Zancudo
project.
Under the terms of the Transaction, shareholders of the Guia
Antigua Vendor will be issued 15,000,000 common shares of the
Company in exchange for all of the outstanding share capital of the
Guia Antigua Vendor, and concurrently Gran Colombia will be issued
27,000,000 common shares of the Company in consideration for the
assignment of its interest in the Zancudo project. In
addition to any escrow restrictions imposed by the policies of the
Exchange, all common shares issued to the shareholders of the Guia
Antigua Vendor and to Gran Colombia will be subject to a voluntary
pooling arrangement from which one-quarter of the shares will be
released on each of March 27, 2021,
June 27, 2021, September 27, 2021 and December 28, 2021.
The Guia Antigua Vendor is a privately-held British Columbia corporation, established for
the purposes of holding an interest in the Guia Antigua Project.
Aside from its interest in the Guia Antigua Project, the Guia
Antigua Vendor has no assets or material financial liabilities or
obligations. The Zancudo project is presently held by Gran
Colombia Gold Titiribi Corp. ("GCG Titiribi"), a Panamanian
corporation and a subsidiary of Gran Colombia. It is
anticipated that the Zancudo Acquisition will involve the
acquisition of GCG Titiribi by the Company. Aside from its
interest in the Zancudo project, GCG Titiribi has no assets or
material financial liabilities or obligations.
Following the closing of the Transaction and the Concurrent
Financing, the Company expects to have approximately 92,269,529
common shares issued and outstanding.
Management Changes
Further to the Company's news release dated September 24, 2020, while the Company is
continuing to evaluate candidates for the role of Chief Executive
Officer and Chief Financial Officer (and such candidates may not be
identified prior to closing of the Transaction), it is currently
anticipated that Mr. Frederic Leigh
will continue to serve as the Company's Chief Executive Officer on
an interim basis. Mr. Leigh is the principal of a private
British Columbia company providing
fundraising, investor relations and advisory services. He has over
10 years of experience with companies in the mining and technology
sectors worldwide, acting in an investor relations and advisory
role for a number of publicly listed companies.
On Behalf of the Board of Directors,
ESV RESOURCES LTD.
The TSX Venture Exchange has in no way passed upon the merits
of the proposed Transaction and has neither approved nor
disapproved the contents of this press release.
Neither the 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 Exchange acceptance and
shareholder approval, if applicable. The Transaction and Concurrent
Financing cannot be completed until such approvals are obtained.
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 to be 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 the Company should
be considered highly speculative.
Statements included in this announcement, including
statements concerning our plans, intentions and expectations, which
are not historical in nature are intended to be, and are hereby
identified as, "forward–looking statements".
Forward–looking statements may be identified by words
including "anticipates", "believes", "intends", "estimates",
"expects" and similar expressions. The Company cautions readers
that forward–looking statements, including without
limitation those relating to the Company's future operations and
business prospects, are subject to certain risks and uncertainties
that could cause actual results to differ materially from those
indicated in the forward–looking statements.
SOURCE ESV Resources Ltd.