PRO Pershimex Resources Corporation

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT
AUTHORIZED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES.


Pershimco Resources Inc. (the "Corporation" or "Pershimco") (TSX
VENTURE:PRO)(FRANKFURT:BIZ) announces that it has got the conditional approval
of the TSX Venture Exchange (the "TSX-V") to amend the exercise price of the
warrants issued to two of its important investors, Agnico Eagle Mines Limited
("Agnico Eagle") and The Sentient Group ("Sentient") in the previously announced
private placement (see Pershimco announcement dated January 28, 2014), that
closed on January 28, 2014. 


A total of 23,827,005 warrants (the "Warrants") were issued in the private
placement. Each warrant initially permitted its holder to purchase one common
share of the share capital of the Corporation (the "Common Shares") at a price
of CDN $0.54 for a period of two years from the date of issuance. 


The Board of Directors of the Corporation approved the amendment of the Warrants
to allow for an exercise price of $0.40 if the subscriber exercises in full its
warrants on or before the 30th calendar day following the issuance of the
amended warrants certificates. The exercise price would return to $0.54
following this period and until the expiry date of the Warrants. 


The amendment of the Warrants will allow the Corporation to obtain additional
funds totaling CDN $9,530,802. Although the market conditions remain difficult,
this financing entails no addition to the Corporation's fully-diluted shares
outstanding. Furthermore, the proceeds of the exercise will allow the
Corporation to, among other things, accelerate its regional exploration
activities, pursue the deep drilling campaign on Cerro Quema, and complete the
Environmental and Social Impact Assessment (ESIA). This assessment is required
to permit the larger footprint needed for the planned increased plant capacity
to 10,000 tons per day. Finally, the proceeds will also be available for general
business expenses. 


The amendment of the exercise price of the Warrants is conditional upon the
final approval of the TSX-V. All Warrant holders, (the sole warrants of the
Corporation currently issued and outstanding) have agreed to the amendments
described herein and intend to exercise in full their Warrants. None of the
Warrants were exercised before the date hereof. 


The proposed amendment constitutes a "related party transaction" within the
meaning of Regulation 61-101 respecting Protection of Minority Security Holders
in Special Transactions ("Regulation 61-101") and Policy 5.9 Protection of
Minority Security Holders in Special Transactions of the TSX-V. The proposed
amendment consists in the amendment of the terms of a security of the
Corporation beneficially owned by the related party or over which it has control
or direction. 


Agnico Eagle and Sentient are "related parties" within the meaning of Regulation
61-101 as Agnico Eagle currently holds 9.97% of the Common Shares (17.80% on a
diluted basis after the exercise of all outstanding warrants) and Sentient holds
16.90% of the Common Shares (16.90% on a diluted basis after the exercise of all
outstanding warrants). After the exercise of the Warrants, the Corporation will
have 222,496,984 Common Shares issued and outstanding. 


However, management of the Corporation determined that the exemptions from the
formal valuation and minority approval requirements set forth respectively in
sections 5.5 a), b) and 5.7 1) a) of Regulation 61-101, are available. The
Corporation is not listed on a specified market for the purposes of Regulation
61-101 and fair market value of the Warrants and the fair market value of the
consideration paid for these Warrants do not exceed 25% of the market
capitalization of the Corporation. Due to the needs to proceed rapidly with the
use of proceed described above, a material change report relating to a
transaction with a related party will be filed by the Corporation less than 21
days before the scheduled date for the amendment of the Warrants.  


The securities referred to in this news release have not been registered under
the United States Securities Act of 1933 (the "Act"), as amended, and may not be
offered or sold within the United States or to, or for the account or benefit
of, U.S. persons absent registration under the Act or an applicable exemption
from the registration requirements of the Act. 


About Pershimco Resources Inc.

Pershimco Resources Inc. is a mineral exploration and development company listed
on the TSX Venture Exchange and the Frankfurt Exchange with a near-production
oxide gold project in Panama. The Cerro Quema project is composed of multiple
gold oxide deposits within a 15,000 ha extraction permitted concessions package.
The Corporation is also exploring, within the same concessions, the potential of
a Copper-Gold porphyry at depth. The Corporation is led by a skilled management
team with extensive experience in the mining sector, as well as a proven track
record of building successful operating mining facilities in the Americas. With
strong support from its shareholders, the Pershimco team is positioned for
success. 


The Corporation's documents are available on www.sedar.com. 

Please visit the Corporation's website at www.pershimco.ca. 

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 news release. Statements
made in this news release that are not historical facts are "forward-looking
statements" and readers are cautioned that any such statements are not
guarantees of future performance, and that actual developments or results, may
vary materially from those in these "forward-looking" statement.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Alain Bureau, P. Eng.
President and Chief Executive Officer
+1 (819) 797-2180
ressources@pershimco.ca


Elina Chow
Investor Relations
+1 (416) 845-8495
info@pershimco.ca

Pershimex Resources (TSXV:PRO)
Historical Stock Chart
From Oct 2024 to Nov 2024

Pershimex Resources (TSXV:PRO)
Historical Stock Chart
From Nov 2023 to Nov 2024