International Samuel Increases Financing, Appoints New CEO and CFO
8th floor, 700 West Georgia Street. Vancouver, British Columbia V7Y 1G5 Tel : 604.718.5454 ; Fax: .604.662.3791 [email protected] ; www.internationalsamuel.com
INTERNATIONAL SAMUEL INCREASES FINANCING, APPOINTS NEW CEO AND CFO
December 23, 2015: Vancouver, BC Canada- International Samuel Exploration Corp. (TSX-V: ISS) (the “Company”) announces that it is increasing its previously announced private placement and is now offering up to 15,000,000 units of the Company at a price of $0.05 per Unit for total gross proceeds of up to $750,000. Each unit will consist of one common share and one common share purchase warrant, exercisable for a period of two years at an exercise price of $0.10, subject to abridgement of the exercise period (after the expiry of the 4 month hold period) with 30 days notice to holders in the event that the ten-day volume weighted price of the shares exceeds $0.25.
The net proceeds of the private placement will be used (i) to conduct technical due diligence in connection with the previously announced memorandum of understanding with America Greener Technologies, Inc. to acquire the exclusive rights (the “PolarChem Rights”) to market a cleaning system known as the PolarChem Cleaning System for use in coal-fired power plants in China, (ii) to pay accounts payable and (iii) for general working capital.
The Company may issue finder’s fees in connection with this private placement. The private placement is subject to the approval of the Exchange. All securities issued will be subject to resale restrictions, including a four-month hold period.
Change of Business
In the event that the results of its technical due diligence are satisfactory to the Company, the Company will seek the approval of the TSX Venture Exchange to effect a “Change of Business” within the meaning of the TSX Venture Exchange’s policies. Among other things, the Company will need to raise further funds to finance the purchase price for the PolarChem Rights of US$1 million and fund the costs of the transaction.
Completion of the Change of Business is subject to a number of customary and other conditions, including TSX-V acceptance and any required shareholder approval. The transaction cannot close until the any required shareholder approval is obtained. There can be no assurance that the Change of Business will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the disclosure document (filing statement or information circular) to be prepared in connection with the Proposed Acquisition, any information released or received with respect to the Proposed Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
Appointment of New CEO
The Company also announces that Mr. Mark Tommasi has been appointed as President and CEO effective December 18, 2015. Mr. Tommasi, a former investment advisor, has served as a senior officer, director and financier of numerous public and private companies both in the United States and Canada. He has more than 20 years of experience in corporate development, financing, board and committee activities, and marketing. Mr. Tommasi is currently a director on the board of directors of the Company.
Conrad Swanson, the former President and CEO of the Company, will remain as a member of the board of directors and has been appointed the Chair of the board.
Appointment of New Chief Financial Officer
Kinder Deo has resigned as Chief Financial Officer and director, effective December 18, 2015. Management and the board of directors would like to thank Mr. Deo for his contributions to the Company and to wish him well in future endeavours.
The Company is pleased to announce that Chantelle Collins was appointed Chief Financial Officer effective December 18, 2015. Chantelle Collins, holds a bachelors degree in Accounting and is a member of the Chartered Professional Accountants Association of BC (CPA, CGA). Ms. Collins has 10 years experience working in the public sector and is well versed in the financial reporting requirements of public companies.
ON BEHALF OF THE BOARD OF DIRECTORS
“Mark Tommasi”
President and Chief Executive Officer
For further information, please contact:
International Samuel Exploration Corp.
Telephone: 604.718.5454 Toll Free: 888.500.4587 Email: [email protected]
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.
Caution concerning forward-looking information: This press release contains “forward-looking information” and “forward-looking statements” within the meaning of applicable securities laws, including statements regarding the future of the Company and the Proposed Acquisition. This information and statements address future activities, events, plans, developments and projections. All statements, other than statements of historical fact, constitute forward-looking statements or forward-looking information. Such forward-looking information and statements are frequently identified by words such as “may”, “will”, “should”, “anticipate”, “plan”, “expect”, “believe”, “estimate”, “intend” and similar terminology, and reflect assumptions, estimates, opinions and analysis made by management in light of its experience, current conditions, expectations of future developments and other factors which it believes to be reasonable and relevant. Forward-looking information and statements involve known and unknown risks and uncertainties that may cause actual results, performance and achievements to differ materially from those expressed or implied by the forward-looking information and statements and, accordingly, undue reliance should not be placed thereon. Risks and uncertainties that may cause actual results to vary include, but are not limited to, failure to raise sufficient funds to acquire the PolarChem Rights, failure to obtain regulatory approval of the proposed Change of Business as well as other risks and uncertainties which are more fully described in our filings made by us with Canadian securities regulatory authorities and available at www.sedar.com. The Company disclaims any obligation to update or revise any forward-looking information or statements except as may be required by applicable law.