Anglo Swiss Announces Closing of Gungnir Acquisition, Proposed Change of Name, Consolidation & Post-Consolidation Private Pla...
June 19 2014 - 9:00AM
Marketwired
Anglo Swiss Announces Closing of Gungnir Acquisition, Proposed
Change of Name, Consolidation and Post-Consolidation Private
Placement
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Jun 19, 2014) -
Anglo Swiss Resources Inc. (TSX-VENTURE:ASW)(PINKSHEETS:ASWRF)
("Anglo Swiss" or the "Company") is pleased to announce that it has
signed a definitive share exchange agreement effective June 16,
2014 to acquire Gungnir Resources Inc. ("Gungnir") and all of its
exploration properties in northern Sweden. The acquisition (the
"Gungnir Acquisition") was approved by disinterested shareholders
at the Annual General and Special Meeting of Shareholders held on
April 11, 2014 (the "Annual Meeting") and disclosed initially in
the Press Release dated February 12, 2014. The transaction is
scheduled to close immediately following the proposed Consolidation
and change of name referred to below.
At the Annual Meeting, shareholders approved a change of name of
the Company to Gungnir. The Company proposes to change the name of
Anglo Swiss to Gungnir and to consolidate the outstanding capital
of the Company on the basis of one (1) post-consolidated common
share for every five (5) currently issued and outstanding common
shares (the "Consolidation"). There are currently 184,656,900
common shares issued and outstanding. Following the Consolidation
and the change of name, there will be approximately 36,931,380
common shares outstanding. An aggregate of 6,517,303
post-consolidated common shares will be issued for the Gungnir
Acquisition. After giving effect to the Gungnir Acquisition and
before giving effect to the Offering referred to below, there will
be 43,448,683 post-consolidated common shares issued and
outstanding. The Company will commence trading under the new name
on a post-consolidated basis at the opening of the market on Friday
June 20, 2014. The Company's new CUSIP number is 40281L109 and its
new trading symbol is "GUG".
The Company also wishes to announce that, conditional upon
completion of the Consolidation, it will undertake a non-brokered
private placement financing to raise proceeds of up to $100,000
(the "Offering") to provide it with additional funds for
exploration work. All references to the number of securities and
the prices of securities below are premised on having effected the
Consolidation.
The Company is offering up to 2,000,000 units (the "Units") of
the Company at a price of $0.05 per Unit (based upon the last
trading price of $0.01 multiplied by the consolidation ratio of
5:1) for gross proceeds of up to $100,000. Each Unit will consist
of one (1) post-consolidated common share of the Company priced at
$0.05 and one (1) warrant (a "Warrant"). Each Warrant entitles the
holder to acquire an additional post-consolidated common share for
thirty-six (36) months from the closing of the Offering at a price
of $0.05 per common share.
Insiders of the Company may subscribe for up to $50,000 of the
Offering. The insider private placements are exempt from the
valuation and minority shareholder approval requirements of
Multilateral Instrument 61-101 ("MI 61-101") by virtue of the
exemptions contain in section 5.5(a) and 5.7(1) (a) of MI 61-101 in
that the fair market value of the consideration for the securities
of the Company to be issued to the insiders does not exceed 25% of
its market capitalization.
All securities issued pursuant to the above referenced private
placement and the Gungnir Acquisition are subject to a statutory
four month hold period and regulatory approval.
ON BEHALF OF THE BOARD OF DIRECTORS,
Jari Paakki, P.Geo., CEO
About Anglo Swiss:
Anglo Swiss Resources Inc. is
a Canadian-based, TSX-V listed company focused primarily on gold
exploration. The Company holds a $5M royalty stream set at five (5)
annual $1M advanced payments starting in 2017 from the sale of the
Kenville Gold Property. Anglo Swiss has recently entered into a
share exchange agreement to acquire gold exploration properties in
Sweden and plans to formally complete the acquisition and commence
exploration in Sweden. The Company also holds the Blu Starr Flake
Graphite property in southeastern BC and the Lansdowne House
nickel-copper property in northern Ontario. Further information
about the Company may be found at http://www.anglo-swiss.com or at
http://www.sedar.com.
Cautionary Note Regarding Forward-Looking Statements: Certain
statements made herein may contain forward-looking statements or
information within the meaning of Canadian securities laws. Such
forward-looking statements or information include, but are not
limited to, statements or information with respect to Anglo Swiss
Resources' plan for future exploration and development of its
properties. Forward-looking statements or information are based on
a number of estimates and assumptions and are subject to a variety
of risks and uncertainties, which could cause actual events or
results to differ from those reflected in the forward-looking
statements or information. Should one or more of these risks and
uncertainties materialize, or should underlying estimates and
assumptions prove incorrect, actual results may vary materially
from those described in forward-looking statements or information.
For example, there is no certainty, that any economically viable
mineral deposit will be located on the Property, or that the
Company will be able to raise sufficient capital to complete all of
its exploration and drill programs. Accordingly, undue reliance
should not be placed on forward-looking statements or information.
Anglo Swiss does not expect to update forward-looking statements or
information continually as conditions change, except as may be
required by 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
Anglo Swiss Resources Inc.Jari
PaakkiCEO705-507-4470jpaakki@eastlink.caAnglo Swiss Resources
Inc.Chris
RobbinsCFO604-683-0484604-683-7497chris@anglo-swiss.com
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