MONTREAL, Jan. 27, 2021 /CNW/ - AM Resources
Corporation ("AM" or the "Corporation") (TSXV:
AMR) (Frankfurt: 76A) is pleased
to announce that it will raise $600,000 by way of a non-brokered private
placement of units (the "Units") of the Corporation at a
price of $0.03 per Unit (the
"Offering"), and settle ("Debt Settlement") trade
payables of $1,171,979.
Each Unit of the Offering is comprised of one common share of
the Corporation (each a "Share") and one share purchase
warrant (each a "Warrant"). Each Warrant will entitle
the holder to acquire one additional Share in the capital of the
Corporation at a price of $0.05 per
Warrant for a period of two (2) years from the date the Units are
issued.
The pricing of the Offering and Debt Settlement are based on the
temporary relief measures established by the TSXV on April 8, 2020, and extended September 16, 2020, in response to the COVID-19
pandemic. The TSXV published the temporary relief measures to
Policy 4.1 and Policy 4.3, lowering the minimum pricing from
$0.05 to $0.01 per share for shares issued pursuant to a
private placement or debt settlement when the market price of an
issuer's shares is not greater than $0.05.
The securities will be offered to qualified purchasers in
reliance upon exemptions from prospectus and registration
requirements of applicable securities legislation. A finder's fee
in cash or shares may be paid to eligible finders in relation to
this financing. Proceeds from this financing will be used for
general operating purposes. This Offering is subject to approval by
the TSX Venture Exchange ("TSXV").
The offered securities will not be registered under the United
States Securities Act of 1933, as amended (the "U.S. Securities
Act") and may not be offered or sold within the United States or to or for the account or
benefit of U.S. persons, except in certain transactions exempt from
the registration requirements of the U.S. Securities Act. This
press release does not constitute an offer to sell, or the
solicitation of an offer to buy, securities of the Corporation in
the United States.
Debt Settlement
The Corporation has also negotiated the Debt Settlement with
arm's length creditors. Pursuant to the Debt Settlement agreements,
and subject to acceptance by the TSXV and the closing of the
Offering, the Corporation has settled aggregate debt of
$1,138,631 outstanding as at
January 27, 2021, in consideration
for which it will issue an aggregate of 18,460,184 Shares.
Change of Management
The Corporation also announces the appointment of David Grondin as President, and Chief Executive
Officer, and Patrick Musampa as CFO,
in replacement of Adriana Rios
Garcia and Martin Nicoletti,
respectively. Ms. Rios Garcia will continue to serve on the
Corporation's board of directors and oversee Colombian
operations.
Early Warning Disclosure
Prior to the issuance of the Shares, Antonio Raposo, a
shareholder of the Corporation held, directly and indirectly,
1,539,816 Shares. Assuming completion of the Debt Settlement and
the Offering, Mr. Raposo will have control and direction over an
aggregate of 20,000,000 Shares, representing 19.57% of the issued
and outstanding Shares on a partially-diluted basis.
All securities of the Corporation controlled by Mr. Raposo are
held for investment purposes. In the future, by Mr. Roposo
(directly or indirectly), may acquire and/or dispose of securities
of the Corporation through the market, privately or otherwise, as
circumstances or market conditions may warrant.
This portion of this news release is issued pursuant to National
Instrument 62-103 - The Early Warning System and Related Take-Over
Bid and Insider Reporting Issues of the Canadian Securities
Administrators, which also requires an early warning report to be
filed with the applicable securities regulators containing
additional information with respect to the foregoing matters. A
copy of the early warning report filed by Mr. Raposo in connection
with completion of the Debt Settlement and the Offering is
available under the Corporation's profile on SEDAR
(www.sedar.com).
ABOUT AM RESOURCES CORP.
AM Resources Corp. is a mining exploration Corporation with
interests in coal and natural bitumen projects in Colombia. AM is betting on Colombia's excellent mineral potential and
favourable climate to pursue its Colombian venture.
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.
Forward Looking Statements
This news release contains forward-looking statements.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of AM to be materially different from
any future results, performance or achievements expressed or
implied by the forward-looking statements. Often, but not always,
forward-looking statements can be identified by the use of words
such as "plans", "expects" or "does not expect", "is expected",
"estimates", "intends", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases or state that
certain actions, events or results "may", "could", "would", "might"
or "will" be taken, occur or be achieved. Accordingly, readers
should not place undue reliance on the forward-looking statements
and information contained in this press release. Since
forward-looking statements and information address future events
and conditions, by their very nature they involve inherent risks
and uncertainties.
Actual results could differ materially from those currently
anticipated due to a number of factors and risks. Readers are
cautioned that the foregoing list of factors is not exhaustive. The
forward-looking statements contained in this news release are made
as of the date of this release and, accordingly, are subject to
change after such date.
AM does not assume any obligation to update or revise any
forward-looking statements, whether written or oral, that may be
made from time to time by us or on our behalf, except as required
by applicable law.
SOURCE AM Resources Corp.