VANCOUVER, Dec. 24, 2020 /CNW/ - Group Eleven Resources
Corp. (TSXV: ZNG) (OTC: GRLVF) (FRA: 3GE) ("Group Eleven" or
the "Company") is pleased to announce a non-brokered private
placement (the "Offering") of up to 23,077,000 shares at a
price of $0.065 per share for gross
proceeds of up to $1,500,005. All
currency is denominated in Canadian dollars.
Proceeds from the Offering will be used to fund further
exploration on the Company's projects in Ireland, including drilling at the Company's
zinc-lead zone near Carrickittle in Ireland, as well as, general and
administrative purposes. The Offering is subject to regulatory
approval, including approval by the TSX Venture Exchange, and
all securities to be issued pursuant to the financing are subject
to a hold period under applicable Canadian securities legislation
that expires four months and one day after the closing date of the
Offering.
Mr. Michael Gentile has agreed to
subscribe for up to 11,584,615 shares under the Offering for
aggregate cash consideration of $753,000. Mr. Gentile presently
beneficially owned and controlled, directly or indirectly, an
aggregate of 11,765,333 shares and an aggregate of 5,000,000 share
purchase warrants, each warrant entitling Mr. Gentile to purchase
on additional share upon payment of additional consideration to the
Company. These shares and warrants represent approximately
10.29% of the Company's issued and outstanding shares on an
undiluted basis and approximately 14.04% of the Company's issued
and outstanding shares on a partially diluted basis.
Following the completion of the Offering, Mr. Gentile will
beneficially own and control, an aggregate of 23,349,948 shares and
5,000,000 Warrants, representing approximately 16.99% of the
Company's issued and outstanding shares an undiluted basis and
approximately 19.90% of the Company's issued and outstanding shares
on a partially diluted basis.
The Shares were acquired for investment purposes. Mr. Gentile
has a long-term view of the investment and may acquire additional
common shares of the Company either on the open market or through
private acquisitions or sell common shares of the Company on
the open market or through private dispositions in the future
depending on market conditions, reformulation of plans and/or other
relevant factors
Certain information in this news release is provided by Mr.
Gentile in satisfaction of the early warning requirements of
National Instrument 62-104 - Take-Over Bids and Issuer Bids.
Mr. Gentile's address is 305 Av. Brock North, Montreal-West, Quebec H4X 2G4. An early
warning report in respect of Mr. Gentile's entering into his
subscription agreement regarding the Offering will be filed under
the Company's profile on SEDAR at www.sedar.com, and may also be
obtained from Mr. Gentile by contacting (514) 591-4227.
Mr Gentile is a "related party" of the Company within the
meaning of that term defined in Multilateral Instrument 61-101 -
Protection of Minority Shareholders in Special Transactions
("MI 61-101") as he currently owns more than 10% of the
outstanding shares of the Company on both a non-diluted and
partially diluted basis, and hence the Offering is a "related party
transaction" within the meaning of MI 61-101. The Company is
relying on the exemptions from the formal valuation requirement set
out in section 5.5(c) and the minority approval requirement set out
in section 5.7(1)(b) of MI 61- 101 on the basis the Offering is a
distribution of the Company's securities for cash consideration,
and neither the Company, nor to the knowledge of the Company after
reasonable inquiry, Mr. Gentile, had knowledge of any material
information concerning the Company or the securities of the Company
that was not generally disclosed at the time at which the Offering
was agreed between the parties, and neither the fair market value
of the securities to be distributed to Mr. Gentile nor the
consideration received by the Company for those securities from Mr.
Gentile exceeds $2,500,000.
The Company considers the abridgement of the 21 day period
contemplated by MI 61-101 regarding the issue of this news release
and the anticipated completion of the Offering to be reasonable and
necessary in light of the need to obtain financing from the parties
participating in the Offering on a timely basis.
The ownership percentages of common shares described above are
based on the Company having 114,392,838 shares outstanding as of
the date of this news release and 137,469,837 shares outstanding
upon completion of the Offering.
About Group Eleven Resources
Group Eleven Resources Corp. (TSX.V: ZNG; OTC: GRLVF and FRA:
3GE) is a mineral exploration company focused on advanced stage
zinc exploration in the Republic of
Ireland.
Additional information about the Company is available at
www.groupelevenresources.com.
ON BEHALF OF THE BOARD OF DIRECTORS
"Bart Jaworski"
Bart Jaworski, P.Geo.
Chief Executive Officer
Cautionary Note Regarding Forward-Looking Information
This press release contains forward-looking statements within
the meaning of applicable securities legislation. Such statements
include, without limitation, statements regarding the expected use
of proceeds, future results of operations, performance and
achievements of the Company, including the timing, content, cost
and results of proposed work programs, the discovery and
delineation of mineral deposits/resources/ reserves and geological
interpretations. Although the Company believes that such statements
are reasonable, it can give no assurance that such expectations
will prove to be correct. Forward-looking statements are typically
identified by words such as: believe, expect, anticipate, intend,
estimate, postulate and similar expressions, or are those, which,
by their nature, refer to future events. The Company cautions
investors that any forward-looking statements by the Company are
not guarantees of future results or performance, and that actual
results may differ materially from those in forward looking
statements as a result of various factors, including, but not
limited to, variations in the nature, quality and quantity of any
mineral deposits that may be located. All of the Company's public
disclosure filings may be accessed via www.sedar.com and readers
are urged to review these materials, including the technical
reports filed with respect to the Company's mineral properties.
SOURCE Group Eleven Resources Corp.