Gem International Resources Inc. Closes Second and Final Tranche of Non-Brokered Private Placement and Closes Debt Settlement...
December 27 2019 - 5:01PM
Gem International Resources Inc. (the “
Company”)
(NEX:GI.H) is pleased to announce that, in connection with its
previously announced non-brokered private placement (the
“
Offering”), the Company has completed the second
and final tranche (“
Second Tranche”) of the
Offering. The Offering is comprised of the sale of 8,000,000 common
shares in the capital of the Company (“
Shares”) at
a price of $0.05 per Share. The first tranche of the Offering
consisted of the sale of 7,000,000 Shares for aggregate gross
proceeds of $350,000 and the Second Tranche consisted of the sale
of 1,000,000 Shares for aggregate gross proceeds of $50,000.
The Company intends to use the net proceeds from
the Offering for general corporate and working capital purposes.
Completion of the Offering is subject to certain conditions
including, but not limited to, the receipt of all necessary
approvals, including the approval of the TSX Venture Exchange and
applicable securities regulatory authorities. The Common Shares
issued pursuant to the Offering will be subject to a four month and
one day statutory hold period.
The Company also announces that it has completed
a debt settlement of an aggregate of $262,750 owing to certain
officers, directors, and service providers to the Company through
the issuance of up to 5,255,000 Common Shares at an implied issue
price of $0.05 per Common Share (the “Debt
Settlement”).
The amount to be settled includes $140,000 of
accrued directors' fees owing to the Company's directors,
representing the maximum amount owing that may be settled in shares
without first obtaining disinterested shareholder approval.
The participation by the insiders in the Debt
Settlement is considered a “related party transaction” as defined
under Multilateral Instrument 61-101 ("MI 61-101"). The issuer
intends to rely on the exemptions set forth in MI 61-101 Section
5.5(b) and 5.7(1) (b) from the formal valuation and minority
shareholder approval requirements, respectively, as (i) no
securities of the Company are listed or quoted on the markets
specified in section 5.5(b) of MI 61-101; (ii) the fair market
value of the Common Shares to be issued in respect of the Debt
Settlement does not exceed $2,500,000; (iii) the Company has one or
more independent directors in respect of the Debt Settlement who
are not employees of the Company; and (iv) Debt Settlement with
each related party was unanimously approved by the Company’s
independent directors. In addition, neither the Company nor, to the
knowledge of the Company after reasonable inquiry, the related
parties, have knowledge of any material information concerning the
Company or its securities that has not been generally
disclosed.
For further information, please
contact:
John W. BarrInterim Chief Executive OfficerT: +
61 0 418 912 885
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. No stock exchange,
securities commission or other regulatory authority has approved or
disapproved the information contained herein.
This press release does not constitute an offer
to sell or a solicitation of an offer to buy any of the 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, or any state securities laws and may not be offered or
sold within the United States or to or for the account or benefit
of a U.S. person (as defined in Regulation S under the United
States Securities Act) unless registered under the U.S. Securities
Act and applicable state securities laws or an exemption from such
registration is available.
Caution concerning forward-looking statements:
The information in this release may contain forward-looking
information under applicable securities laws which is not comprised
of historical facts. This forward-looking information is subject to
known and unknown risks, uncertainties and other factors that may
cause actual results to differ materially from those implied by the
forward-looking information. Forward-looking information in this
news release may include statements made herein with respect to,
among other things, the Company’s objectives, goals or future
plans, potential corporate and/or property acquisitions,
exploration results, potential mineralization, exploration and mine
development plans, timing of the commencement of operations, and
estimates of market conditions. Factors that may cause actual
results to vary include, but are not limited to, inability to
complete the Offering, inaccurate assumptions concerning the
exploration for and development of mineral deposits, political
instability, currency fluctuations, unanticipated operational or
technical difficulties, changes in laws or regulations, the risks
of obtaining necessary licenses and permits, changes in general
economic conditions or conditions in the financial markets and the
inability to raise additional financing, as well as those risks set
out in the Company’s public disclosure documents filed on SEDAR.
Readers are cautioned not to place undue reliance on this
forward-looking information. The Company does not assume the
obligation to revise or update his forward-looking information
after the date of this release or to revise such information to
reflect the occurrence of future unanticipated events except as may
be required under applicable securities laws.
/NOT FOR DISTRIBUTION TO UNITED STATES WIRE
SERVICES OR DISSEMINATION IN THE UNITED STATES/
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