TORONTO, Jan. 10, 2018 /CNW/ - Eurotin Inc.
("Eurotin" or the "Company") (TSXV:TIN) and Lions Bay
Capital Inc. ("Lions Bay")
(TSXV:LBI) are pleased to announce that the Company and certain
debtholders, including Lions Bay,
have entered into agreements to settle some of the indebtedness of
the Company (the "Shares for Debt Transactions") through
conversion of such debt into common shares of the Company (the
"Common Shares"). Pursuant to the Shares for Debt
Transactions, the Company will issue 19,704,763 Common Shares, at a
price of $0.0525 per Common Share. On
completion of the Shares for Debt Transactions, the Company will
have 106,741,330 Common Shares issued and outstanding.
The Company owed Mark Wellings
("Wellings"), the Company's Chief Executive Officer and
President, approximately $1,100,000
(the "Wellings Debt"), representing indebtedness for cash
advances previously made by Wellings to the Company for working
capital purposes. Wellings has assigned $500,000 of the Wellings Debt to Lions Bay (the "Lions Bay Debt") in
exchange for 4,166,667 common shares of Lions Bay, at a price of
$0.12 per common share.
Wellings and Lions Bay have
both agreed to convert $500,000 of
the Wellings Debt and Lions Bay Debt, respectively, into Common
Shares of the Company, at a price of $0.0525 per Common Share. As a result, each of
Wellings and Lions Bay will
receive 9,523,810 Common Shares.
Additionally, Peter Miller
("Miller"), a director of the Company, is owed $34,500 by the Company (the "Miller Debt")
for services previously rendered to the Company. Miller has
agreed to satisfy the Miller Debt owed by the Company in exchange
for 657,143 Common Shares.
Upon completion of the Shares for Debt Transactions, Wellings
will hold, directly and indirectly, 42,793,139 Common Shares or
40.09% of the issued and outstanding Common Shares.
Lions Bay will hold, directly and
indirectly, 13,333,334 Common Shares or 12.49% of the issued and
outstanding Common Shares.
Both Wellings and Lions Bay
have a long-term view of their investments and may acquire further
common shares of the Company either on the open market or through
private acquisitions or sell the Common Shares on the open market
or through private dispositions in the future depending on market
conditions, reformulation of plans and/or other relevant
factors.
As Messrs. Wellings and Miller are both directors and/or
officers of Eurotin, their respective shares for debt transactions
each constitute a "related party transaction" within the meaning of
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions ("MI 61-101").
Each of the transactions is exempt from the formal valuation and
minority shareholder approval requirements of MI 61-101, as the
fair market value of the Common Shares that will be issued to and
the consideration that will be paid by each of Messrs. Wellings and
Miller does not exceed 25% of the Company's market
capitalization.
The Company also wishes to announce a correction to a press
release dated December 21, 2017
relating to the completion by Eurotin of a $1,000,000 private placement. In that press
release, the Company incorrectly announced that Wellings purchased
1,671,429 Common Shares pursuant to the private placement.
Wellings' actual purchase was for 71,429 Common Shares. The
total amount of the private placement did not change.
Completion of the Shares for Debt Transactions is conditional
upon obtaining TSX Venture Exchange approval. The Shares for Debt
Transactions is expected to close on or about January 16, 2018.
Forward-Looking Statements
This news release contains forward-looking statements and
other statements that are not historical facts. Forward-looking
statements are often identified by terms such as "will", "may",
"should", "anticipate", "expects" and similar expressions. All
statements other than statements of historical fact included in
this release, including, without limitation, statements regarding
the issuance of the Common Shares and completion of the Shares for
Debt Transactions, are forward-looking statements that involve
risks and uncertainties. There can be no assurance that such
statements will prove to be accurate and actual results and future
events could differ materially from those anticipated in such
statements. Important factors that could cause actual results to
differ materially from the Company's and Lions Bay's expectations are risks detailed
from time to time in the filings made by the Company and
Lions Bay with securities
regulators.
The reader is cautioned that assumptions used in the
preparation of any forward-looking information may prove to be
incorrect. Events or circumstances may cause actual results to
differ materially from those predicted, as a result of numerous
known and unknown risks, uncertainties, and other factors, many of
which are beyond the control of the Company and Lions Bay. These factors include, but are not
limited to, commodity prices, need for additional funding and
availability of such funding, economic conditions, currency
fluctuations, competition and regulatory changes. As a
result, the Company and Lions Bay
cannot guarantee that any forward-looking statement will
materialize and the reader is cautioned not to place undue reliance
on any forward-looking information. Such information, although
considered reasonable by management at the time of preparation, may
prove to be incorrect and actual results may differ materially from
those anticipated. Forward-looking statements contained in this
news release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this news release are
made as of the date of this news release and the Company and
Lions Bay will only update or
revise publicly any of the included forward-looking statements as
expressly required by Canadian securities law.
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.
SOURCE Lions Bay Capital Inc.