Shares Issued: 73,558,245
Telson Resources Inc.
(TSX.V: TSN, OTCBB: SOHFF) Shares Issued: 73,558,245
TELSON RESOURCES INC.
FOR IMMEDIATE RELEASE December 9, 2015
TELSON ANNOUNCES SECOND AND FINAL CLOSING OF ITS PRIVATE PLACEMENT
Vancouver, BC, Canada – December 9, 2015 – Telson Resources Inc. (TSX Venture Exchange: TSN) (“Telson” or the “Company”) announces that it has completed the second and final closing of the non‐brokered private placement (the “Final Closing”) pursuant to which the Company issued 6,960,000 units (the “Units”) for gross proceeds of $348,000. The Final Closing is part of the Company's previously announced non brokered private placement of 40,000,000 Units at a price of $0.05 per Unit for gross proceeds of $2,000,000 (the “Private Placement”). Each Unit consists of one common share (a “Share”) and one half of one transferable share purchase warrant (each whole warrant, a “Warrant”). Each Warrant is exercisable to acquire one additional Share of the Company for a period of two years at a price of $0.05 per Share.
All securities issued under the Final Closing are subject to a four month and a day hold period from the date of issuance.
As a result of the subscriptions by Promotora de Sistemas de Información S.A.P.I. de C.V. (“Promotora”) of 10,480,000 Units and Estratégica Corporativa en Finanzas, S.A.P.I. de C.V. (“Estratégica”) of 10,480,000 Units under the Private Placement, a new “Control Person” as defined under the Exchange policies, was created. The Company received written shareholder consent to approve the creation of the Control Person and received TSX Venture Exchange approval for the principals of each of Promotora and Estratégica.
This press release is being disseminated as required by National Instrument 62‐103 The Early Warning System and Related Take Over Bids and Insider Reporting Issues in connection with the filing of an early warning report (the “Early Warning Report”) regarding the acquisition of securities of the Company by Promotora and Estratégica of Mexico who are acting jointly or in concert.
Each of Promotora and Estratégica acquired 10,480,000 shares of the Company at a price of $0.05 per Share and Warrants to acquire an additional 5,240,000 Shares at a price of $0.05 per Warrant under the Private Placement. Accordingly, Promotora and Estratégica beneficially own an aggregate of 20,960,000 Shares of the Company, representing approximately 26% of the 80,518,245 issued and outstanding Shares of the Company on an undiluted basis and approximately 35% of the Company’s 90,998,245 issued and outstanding Shares, on a partially diluted basis, assuming exercise of the Warrants held by Estratégica and Promotora.
Promotora and Estratégica acquired the securities for investment purposes and may increase or decrease their beneficial ownership or control depending on market or other conditions.
A copy of the Early Warning Report for Promotora and Estratégica can be found under the Company’s profile at www.SEDAR.com.
On behalf of the Board of Directors
TELSON RESOURCES INC.
Ralph Shearing
President, Chief Executive Officer & Director
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.
WARNING: The Company relies upon litigation protection for "forward-looking" statements. This News Release may contain forward-looking statements including but not limited to comments regarding the timing and content of up-coming work programs, geological interpretations, receipt of property titles, potential mineral recovery processes, etc. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements. Telson Resources Inc. relies upon litigation protection for forward-looking statements.
Contact:
Glen Sandwell, Communications Manager Tel: (604) 684-8071 Email: [email protected]