International Samuel Closes Private Placement
1104 Premier Street, North Vancouver, BC V7J 2H3
NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES
INTERNATIONAL SAMUEL CLOSES PRIVATE PLACEMENT
April 28, 2017: Vancouver, B.C., Canada- International Samuel Exploration Corp. (TSX-V: ISS) (the “Company”) is pleased to announce that it has closed its previously announced private placement (see March 27, 2017 news release) and has issued 8,200,000 units at a price of $0.05 per unit for aggregate gross proceeds of $410,000. All securities issued pursuant to the closing are subject to a hold period of four months and one day from their date of issuance in accordance with applicable Canadian securities laws.
Incentive Stock Options Granted
The Company announces that it has granted incentive stock options to directors, officers, employees, and consultants to purchase up to an aggregate of 2,650,000 common shares of the Company at an exercise price of $0.05 per share for a term of five years from the date of the grant. The incentive stock options were granted in accordance with the Company’s Stock Option Plan.
Debt Settlement
The Company also announces that subject to TSX Venture Exchange approval, it will effect a debt conversion of $115,672 owing to a director and officer. On completion of this debt settlement, the Company will issue 2,313,440 common shares at a deemed price of $0.05 per share. This debt settlement is a related party transaction as defined in Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions (“MI 61-101”). This transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any shares issued to or the consideration paid by such related party will exceed 25% of the Company's market capitalization.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
ON BEHALF OF THE BOARD OF DIRECTORS
“Conrad Swanson”
Conrad Swanson Chairman
For further information, please contact:
International Samuel Exploration Corp.
Telephone: 604-317-3090
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.
Forward-looking information
Certain statements in this news release constitute “forward-looking” statements. These statements relate to future events or the Company’s future performance and include references to the proposed debt settlement, as described in the above news release. All such statements involve substantial known and unknown risks, uncertainties and other factors which may cause the actual results to vary from those expressed or implied by such forward-looking statements. Forward-looking statements involve significant risks and uncertainties, they should not be read as guarantees of future performance or results, and they will not necessarily be accurate indications of whether or not such results will be achieved. Actual results could differ materially from those anticipated due to a number of factors and risks. Although the forward-looking statements contained in this news release are based upon what management of the Company believes are reasonable assumptions on the date of this news release, the Company cannot assure investors that actual results will be consistent with these forward-looking statements. The forward-looking statements contained in this press release are made as of the date hereof and the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable securities regulations.