International Samuel 2:1 Share Consolidation and Non-Brokered Private Placement
June 29, 2018 - International Samuel Exploration Corp. (the “Company” or “International Samuel”) (TSXV: ISS USA: ISSFF FSE: RFC2) is pleased to announce that TSXV has approved the consolidation of its common shares on a 2 for 1 basis. The consolidation will take effect Thursday, July 5, 2018. Assuming no other change in the issued capital of the Company, it is expected that upon completion of this consolidation, the Company will have approximately 28,460,326 common shares issued and outstanding, reduced from 56,920,653 which are currently issued and outstanding. At the opening of trading on Thursday, July 5, 2018, the CUSIP number of the Company will change to 46027W408, however, the Company’s name and trading symbol will remain the same. The Company’s outstanding options and warrants will also be adjusted on the same basis (2 for 1) as the common shares, with proportionate adjustments being made to exercise price. No fractional common shares will be issued, and no cash will be paid in lieu of fractional, post-consolidation common shares, options or warrants. The number of post-consolidation common shares to be received by a shareholder will be rounded down to the nearest whole common share (less than onehalf of a share will be cancelled and more than one-half of a share will be changed to one whole share). A letter of transmittal will be mailed to all registered shareholders with instructions on how to exchange existing share certificate(s) for new share certificate(s). Additional copies of the letter of transmittal can be obtained through Computershare Investor Services Inc. until surrendered, each certificate formerly representing common shares of the Company will be deemed for all purposes to represent the number of common shares to which the holder thereof is entitled as a result of the consolidation.
The Company also announces a non-brokered private placement offering of up to 10,000,000 post-consolidation units (“Units”) at a price of $0.05/Unit to raise gross proceeds of up to $500,000. Each Unit will consist of one post-consolidation common share of the Company and one transferable post-consolidation common share purchase warrant (“Warrant”). Each Warrant will entitle the holder thereof to purchase one post-consolidation common share of the Company for a 24 month exercise period at a price of $0.10/share, 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 closing price of the Company’s shares for 10 consecutive trading days exceeds $0.20 (post-consolidation). This financing is subject to TSX Venture Exchange (“TSXV”) approval. The Company may pay a finder’s fee to eligible persons in compliance with applicable securities laws and exchange policies.
The proceeds of the private placement will be used for work programs on the 27,300 hectares in the Golden Triangle properties and general working capital.
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 Email: [email protected], www.internationalsamuelexploration.com
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 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.