New Point Provides Clarification and Update on Company’s Shares
NEWS RELEASE New Point Provides Clarification and Update on Company’s Shares
VANCOUVER—January 9, 2018— New Point Exploration Corp. (CSE: NP / OTC: NPEZF / FSE: 4NP) (“New Point” or the “Company”) is issuing the following news release to provide an update and clarification on the previously announced financing and the trading halt. The Company was notified by the CSE that the halt was initiated by the CSE pending clarification of the Company’s recent private placement and the Company’s reliance on Section 2.24 of MI 45-106 in connection therewith.
On July 6, 2018, the Company originally filed a financing at $0.25 per unit and raised $1,668,250. On July 25, 2018, as result of market conditions, the Company lowered the financing price to $0.125 per unit and closed on $4,651,000 on August 9, 2018, issuing 37,208,000 shares to the various subscribers.
Subsequent to the financing, the Company entered into consulting agreements with 16 different consulting firms from across North America and Europe totaling $4,226,979. The range of services to be provided by the different consulting groups include, but are not limited to the following:
(a) Property introductions;
(b) Financial analysis and advice with respect to any merger;
(c) Joint venture, acquisition, substantial asset purchase or sale;
(d) Introduction to corporate development opportunities;
(e) Communications and market awareness services aimed at maintaining and building the profile of New Point among existing and potential shareholders;
(f)
Arrangement of independent third party research articles;
(g) Featuring the Company on Alphastox and preparing a full report introducing New Point to Alphastox subscribers;
(h) Handling and assisting with online web presence;
(i) Establishing and maintaining online advertising platform;
(j) Expertise and advice with regards to investor trade shows and conferences;
(k) Publishing commentary on the overall industry in which New Point operates and why investors need to get excited about New Point;
(l) Circulation of biweekly updates about New Point; and
(m)
Distributing relevant information to New Point’s shareholders from time to time.
The consultants engaged, dates of engagements and total payments are as follows:
Date Consultant Total Amount Paid 1 31-Jul-18 Escher Investments SA $300,000.00 2 31-Jul-18 Hunton Advisory Ltd. $300,000.00 3 31-Jul-18 Jarman Capital $210,000.00 4 31-Jul-18 Lukor Capital Corp. $210,000.00 5 31-Jul-18 Haight-Ashbury Media Consultants Ltd. $210,000.00 6 31-Jul-18 Detona Capital Corp. $105,000.00 7 31-Jul-18 Northwest Marketing and Management Inc. $262,500.00 8 31-Jul-18 10X Capital $300,000.00 9 31-Jul-18 Viral Stock $315,000.00 10 31-Jul-18 727 Capital $300,000.00 11 31-Jul-18 Tavistock Capital Corp. $420,000.00 12 31-Jul-18 Kendal Capital $400,000.00 13 31-Jul-18 Bertho Holdings $150,000.00 14 21-Aug-18 1153307 BC Ltd $490,000.00 15 14-Aug-18 Link Media LLC $198,510.00 16 14-Aug-18 Awareness Consulting - (money paid in USD) $55,969.00
TOTAL $4,226,979.00
On August 8, 2018 Eric Saderholm, Director and Norm Wareham, Chief Financial Officer and Director, resigned from their positions with the Company.
On August 20, 2018, the CSE requested a trading halt by IIROC of the Company’s shares pending clarification of events related to the financings and consulting agreements. Following the halt trading on August 22, 2018 Clive Massey and James Hyland resigned as directors.
On September 11, 2018, the Company added two new Directors, John P. Ryan who will serve as a director and Interim Chief Executive Officer and David C. Greenway who will serve as a member of the board and also serve as interim CFO. Effective December 21, 2018, Bryn Gardner Evans resigned as director and CEO and Bryson Goodwin joined the board as an independent director.
The British Columbia Securities Commission (the “BCSC”) issued a temporary order on Monday, November 26, 2018, which centered on share issuances by 11 CSE issuers to a very large group of consultants between February, 2018, and August, 2018. The Company was been named as 1 of the 11 issuers as the Company has consulting agreements with certain of the consultants listed in the group of respondents and certain of the respondents participated in the Company private placement as set out herein. For these reasons, the Company has been named as a respondent issuer in this temporary order. On December 7, 2018 the temporary order was extended pending the reserved judgment of the BCSC.
The Company has responded to the subsequent production order of the BCSC. The Company has complied with all requests for information from the BCSC.
John P. Ryan – B.S., Mining Engineering, J.D., Juris Doctor
Mr. John P. Ryan J.D., has over 21 years’ experience with development-stage companies as a qualified mining engineer with extensive international mining experience particularly in the Coeur d’Alene District including work at the Consolidated Silver Mine and the Galena Mine. Mr. Ryan is the founder and cofounder of a number of resource companies including Royal Silver Mines Inc., Silver Bull Resources, Western Goldfields Inc., and U.S. Silver Corporation. In 2004 he co-founded High Plains Uranium, which successfully acquired uranium assets in the Powder River Basin of Wyoming and in Live Oak County and Bee County, Texas and is now part of Uranium One Corporation. Mr. Ryan has been a senior executive and director of a number of public companies in the USA, Canada, the UK, and Australia including, Consolidated Goldfields Corp., Southern Legacy Minerals, Inc., Sterling Mining Company, Silver Scott Mines, Inc., Plasmet Corp., Premium Exploration, Inc., Trend Petroleum Inc., and Independence Resources Plc. Mr. Ryan spent four years as a lieutenant on sea duty in the United States Navy. Mr. Ryan holds a B.S., Mining Engineering from the University of Idaho and J.D., Juris Doctor in Corporate Civil Litigation from Boston College Law School.
Mr. Ryan will be paid $5000 per month and will be granted 250,000 incentive stock options under the Company stock option plan. Mr. Ryan will receive no other compensation from the Company.
David C. Greenway
Mr. Greenway brings more than two decades of experience in managing, financing, and developing growth strategies for various TSX Venture Exchange and CSE listed companies, including involvement in acquisitions, business valuations and investor relations. His key expertise lies in the management and development of junior public resource companies, especially in the mining, and oil and gas sector. He has held directorships, senior management and business development positions including his role as the CEO of Stamper Oil & Gas Corp, Veritas Pharma Inc., Chief Consolidated Gold Mines, SNS Silver Corp, Moneta Resources Inc., Sterling Mining Company and his board position in Mountain View Conservation Centre. Mr. Greenway attended University in Bournemouth England where he studied Accounting and Finance.
Mr. Greenway will be granted 250,000 incentive stock options under the Company stock option plan. Mr. Greenway will receive $5000 per month as interim Chief Financial Officer and no other compensation from the Company.
Bryson Goodwin
Mr. Goodwin is a practiced international executive with extensive experience in finance, sales, management, investor relations and operations with both private and public companies. His experience has demonstrated an operational, market and banking track record in the technology, biotechnology, oil/gas and resource sectors. Over the course of his career, he has fostered an extensive high-profile international association of contacts and close relationships through networking and proficient communication skills. He has been engaged by a number of resource, energy, clean tech and technology firms in the departments of finance, business development, public and investor relations, marketing, and sales. This has required extensive travel and flexibility in approach to business. Most recently he has held C-level executive positions in a banking and finance capacity. He joins the company with experience in the systems governing Canadian and U.S. stock exchanges, as well as public company management, predominantly in the resource and energy sectors. Mr. Goodwin also sits on the board of a number of public and private companies.
Mr. Goodwin will receive a grant of 250,000 stock options under the Company Stock Option Plan.
About New Point Exploration Corp.
New Point (CSE: NP / OTC: NPEZF / FSE: 4NP) is engaged in the business of acquiring, exploring and developing mineral properties related to the growing battery industry. Focused on high grade, prospective properties in North America, New Point is building a portfolio that includes lithium, cobalt and copper projects in prospective, mining-friendly jurisdictions. New Point, A Next Generation Metals Company.
For more information, please visit the corporate website at https://newpointexploration.com
On Behalf of the Board of New Point Exploration Corp.
“John Ryan”
Interim CEO
New Point Exploration Corp.
700-838 W Hastings Street Vancouver, BC, V6C 0A6
For further information, please contact:
E: [email protected] P: 403-830-3710
Forward-looking Information
This news release includes certain forward-looking statements and forward-looking information (collectively, “forward- looking statements”) within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein including, without limitation, statements regarding the Assumption Agreement, the anticipated exploration program for the Majuba Hill Copper Project, future capital expenditures, the anticipated business plans, including the Company’s transition into mineral exploration and development related to the battery industry, and the timing of future activities of the Company, are forward-looking statements. Often, but not always, forward looking information can be identified by words such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue”, “plans” or similar terminology. These forward-looking statements reflect the Company’s current views with respect to future events and are necessarily based upon a number of assumptions that, while considered reasonable by the Company, are inherently subject to significant operational, business, economic and regulatory uncertainties and contingencies, including, prices for lithium, cobalt, copper, and base metals remaining as estimated, prices for labour, materials, supplies and services (including transportation) remaining as estimated, all necessary permits, licenses and regulatory approvals for the Company’s operations being received in a timely manner, and the Company’s ability to comply with environmental, health and safety laws. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct.
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks and other factors include, among others, operating and technical difficulties in connection with mineral exploration and development, actual results of exploration activities, variations to the geological and metallurgical assumptions, the costs and timing of the development of new exploration projects, requirements for additional capital to fund the Company’s business plan, future prices of lithium, cobalt, copper, and base metals, changes in general economic conditions, changes in the financial markets and in the demand and market price for commodities, delays in obtaining governmental and regulatory approvals (including of the Canadian Securities Exchange), permits or financing, or in the completion of development or construction activities, changes in laws, regulations and policies affecting mining operations, hedging practices, currency fluctuations, title disputes or claims limitations on insurance coverage and the timing and possible outcome of pending litigation, and environmental issues and liabilities, as well as those factors discussed under the heading “Risk Factors” in the Company’s prospectus dated November 8, 2017 and other filings of the Company with the Canadian Securities Authorities, copies of which can be found under the Company’s profile on the SEDAR website at www.sedar.com.Readers are cautioned not to place undue reliance on forward-looking statements. The Company undertakes no obligation to update any of the forward-looking statements in this news release or incorporated by reference herein, except as otherwise required by law.
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