VANCOUVER, BC, Feb. 4, 2022 /CNW/ - Group Eleven Resources Corp.
(TSXV: ZNG) (OTC: GRLVF) (FRA: 3GE) (the "Company") is
pleased to announce that, based on significant investor demand, the
Company has increased the size of the previously announced private
placement (the "Placement") from $1,500,000 to up to $2,500,000, totalling the sale of up to
20,833,333 units of the Company at a price of $0.12 per unit. All currency is denominated in
Canadian dollars.
Each unit will consist of one common share (a "Common
Share") and one half non-transferrable common share purchase
warrant (each full warrant, a "Warrant"). Each Warrant will
entitle the holder thereof to purchase one additional Common Share
in the capital of the Company at $0.18 per share for 24 months from the date of
issue.
Use of proceeds from the Placement will be for mineral
exploration in Ireland, including
at the Company's Ballywire zinc prospect at the PG West project
(100%-interest), as well as general and administrative purposes.
The Placement is subject to regulatory approval and all securities
to be issued pursuant to the Placement are subject to a hold period
under applicable Canadian securities legislation that expires four
months and one day after the closing date of the Placement.
Glencore Canada Corporation ("Glencore") has a right to
participate pro-rata in equity financings of Group Eleven, provided
that Glencore's equity ownership in the Company remains above
10%.
Mr. Michael Gentile currently
holds 23,349,948 Common Shares and 5,000,000 share purchase
Warrants, each Warrant entitling Mr. Gentile to purchase one
additional Common Share upon payment of additional consideration to
the Company. These Common Shares and Warrants represent
approximately 16.99% of the Company's issued and outstanding shares
on an undiluted basis and approximately 19.90% of the Company's
issued and outstanding shares on a partially diluted basis. Mr.
Gentile has agreed to subscribe for up to 14.75% of the Placement
which, in the event the Company issues the full 20,833,333 units in
the Placement, would result in Mr. Gentile subscribing for
3,072,916 units of the Placement for aggregate cash consideration
of $368,750. Following the completion
of the Placement, Mr. Gentile would beneficially own and control,
an aggregate of 26,422,864 Common Shares and 6,536,458 Warrants,
representing approximately 16.69% of the Company's issued and
outstanding shares an undiluted basis and approximately 19.99% of
the Company's issued and outstanding shares on a partially diluted
basis.
The Shares were acquired by Mr. Gentile 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 Placement 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 Placement 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 Placement 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 Placement
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 Placement to be reasonable
and necessary in light of the need to obtain financing from the
parties participating in the Placement on a timely basis.
The ownership percentages of common shares described above are
based on the Company having 137,469,836 shares outstanding as of
the date of this news release and 158,303,169 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 Ireland.
Additional information about the Company is available at
www.groupelevenresources.com.
ON BEHALF OF THE BOARD OF DIRECTORS
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 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.