Angel Bioventures Announces Continuance, Name Change, Stock Split, and Increased Financing Price, as Steps Toward the Completion of the RTO
ANGEL BIOVENTURES INC.
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES
ANGEL BIOVENTURES ANNOUNCES CONTINUANCE, NAME CHANGE, STOCK SPLIT, AND INCREASED FINANCING PRICE, AS STEPS TOWARD THE COMPLETION OF THE RTO
Vancouver, British Columbia – March 23, 2017, - Angel Bioventures Inc. TSX.V:DDD.H (“Angel” or the "Company"), is pleased to announce that, in anticipation of completing the previously announced proposed reverse takeover transaction (the "RTO") with Huayra Minerals Corp. ("Huayra"), the Company continued to the jurisdiction of British Columbia effective February 27, 2017 (the "Continuance"), changed its name to "AbraPlata Resource Corp." effective March 23, 2017 (the "Name Change"), and the Company's common shares will be split on the basis of five new shares for each one old share (the "Stock Split"), and will begin trading on a post-split basis on March 28, 2017. The anticipated closing date for the RTO is on or about April 6, 2017.
Concurrent Financing
A condition of the TSX Venture Exchange approval (the "conditional approval") for the RTO is the completion of a financing concurrent with the closing of the RTO (the "Concurrent Financing"). The terms of the Concurrent Financing are described in the filing statement (the "Filing Statement") of the Company, filed on SEDAR on March 1, 2017 (www.sedar.com). The Company has amended the terms of the Concurrent Financing with respect to the price per share of the Concurrent Financing, increasing the minimum price per share from $0.25 to $0.30 (the "Increased Share Price"). The equity securities to be issued pursuant to the Concurrent Financing will now consist of 9,000,000 shares. The Company believes that the Increased Share Price more accurately represents the value of the shares given the current state of the markets and in particular increased interest in the Diablillos project. The Company is not increasing the size of the Concurrent Financing, which remains an aggregate minimum of gross proceeds of $2,700,000.
The Increased Share Price decreases the approximate total number of the Company's common shares that will be issued at the closing of the RTO, changing the total number from the 58,246,190 common shares stated in the pro forma consolidated capitalization in the Filing Statement, to 55,455,012 common shares.
Second Amended and Restated Silver Standard Agreement
In order to address the Increased Share Price, Huayra entered into a second amended and restated share purchase agreement with Silver Standard Resources Inc. ("SSR") and Fitzcarraldo Ventures Inc. ("FVI") made as March 21, 2017 to replace and supersede the previously announced amended and restated share purchase agreement dated February 24, 2017 among Huayra, SSR and FVI. The SSSR Equity Consideration Limit as defined in the Filing Statement will now be 27,021,666 common shares of the Company.
Continuance
Effective February 27, 2017, the Company continued out of the jurisdiction of the Province of Alberta and into the jurisdiction of the Province of British Columbia. The Company is continued under the Business Corporations Act with continuation number C1108970. The Continuance was approved by shareholders of the Company on September 30, 2015.
Name Change
Effective March 23, 2017, the Company effected the Name Change with the corporate registry of British Columbia. The Company's Common shares are expected to begin trading on the TSX Venture Exchange (the "Exchange") under the symbol "ABRA" on or about March 28, 2017.
Shareholders of the Company, with or without a physical share certificate, do not need to take any action with respect to the Name Change. Existing share certificates should be retained by the share owners and should not be sent to the Company or its transfer agent, TSX Trust Company. The existing share certificates will be cancelled by the Company and replaced.
Stock Split
The record date for the Stock Split is March 23, 2017, and the payment date will be March 28, 2017. The Company's common shares will be traded in accordance with the "due bill" procedures of the TSX Venture Exchange from March 23, 2017, through March 27, 2017. This means any trades of the Company's common shares that are executed on the TSX Venture Exchange during this period will be identified to ensure that purchasers of the Company's common shares during this period receive the entitlement to the Stock Split.
Common shares of the Company will begin trading on the TSX Venture Exchange on a post-split basis on March 28, 2017. The Company has been assigned the new CUSIP number 003793106 and new ISIN number CA0037931064. The Company has been assigned the trading symbol "ABRA".
The Stock Split is being conducted on a push-out basis. Share certificates for the shares resulting from the Stock Split will be mailed on or about March 28, 2017. After giving effect to the split, the Company will have approximately 5,969,220 common shares outstanding.
Shareholders of the Company, with or without a physical share certificate, do not need to take any action with respect to the Stock Split. The Company's transfer agent will send registered owners of common shares a share certificate which will represent the total number of common shares the shareholder will be entitled to as a result of the Stock Split. Existing share certificates will be cancelled.
Further details regarding the Continuance, Name Change, Stock Split, and the RTO are contained in the Company's Filing Statement dated March 1, 2017 (the "Filing Statement"), which has been filed on SEDAR at www.sedar.com.
About Angel
Angel was incorporated under the Business Corporations Act (Alberta) on August 31, 1993 and, until 2007, carried on business as an oil and gas exploration and production company. On February 27, 2017, the Company continued into British Columbia, and is a corporation continued under the laws of British Columbia.
ON BEHALF OF THE BOARD ANGEL BIOVENTURES INC.
"Ken Ralfs"
Ken Ralfs President & Director
For further information concerning the Name Change and this press release, please contact
Ken Ralfs President & Director Angel Bioventures Inc.
Tel: 780-466-6006 E-mail: [email protected]
Neither TSX Venture Exchange nor its Regulations 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.
Completion of the RTO is subject to a number of conditions, including but not limited to, Exchange acceptance. There is a risk that the transaction will not be accepted or that the terms of the transaction may change substantially prior to acceptance. There can be no assurance that the RTO will be completed as proposed or at all. The Name Change and Stock Split does not constitute acceptance of the RTO by the TSXV, and should not be construed as an assurance of the merits of the transaction of the likelihood of completion.
Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the RTO transaction, any information released or received with respect to the RTO transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
The TSX Venture Exchange has in no way verified the merits of the proposed RTO transaction and has neither approved nor disapproved the contents of this press release.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.