East Asia Announces Financing and Proposed Consolidation
East Asia Announces Financing and Proposed Consolidation
January 25, 2017 Sy mbol: EAS
Financing, Share Consolidation and Change of Board and Appointment of new CEO
East Asia Minerals Corporation (the “Company”) announces that it has arranged capital funding through
two offerings. The first offering will raise $940,000 from the sale of 94,000,000 units at $0.01 per unit,
where each unit is comprised of a common share and one-half of one share purchase warrant. One whole
share purchase warrant can be exercised for the purchase of one common share at the price of $0.05 per
common share.
After the close of the first offering, the Company will call a special meeting of the shareholders who will
be asked to approve a share consolidation on a basis of ten (10) old shares for one (1) new share (the
“Consolidation”) for a term of 5 years.
Conditional upon completion of the first offering resulting in minimum gross proceeds of $800,000, the
Company will complete a change of of the Board of Directors. Ed Rochette, David Anthony, and Peter
Sederowsky will resign as directors and each of Kim Oishi, Terry Filbert, Alan McMillan, and Scott
Chaykin will be appointed as directors of the Company. Terry Filbert will also be appointed as Chief
Executive Officer of the Company and of Sanghe Gold Corp., the Company’s wholly-owned subsidiary.
The new directors of the Company are expected to be appointed after the completion of the minimum
$800,0000 first offering.
The second offering will comprise a non-brokered private placement of convertible debentures for
$2,560,000, paying 10% interest per annum (not compounded) accruing until conversion, the principal
and accrued interest shall be convertible into shares during a 5 year term at $0.10 per post Consolidation
common share, where the Company can accelerate conversion by news release and direct notice if the
common shares trade at a post consolidation weighted average price of $0.15 for a 10 trading day period.
Finder’s fees for both offerings may be payable to qualified individuals comprised of shares, warrants or
cash or any combination thereof.
Certain subscribers under the foregoing offerings may be participating through an exemption contained
in Multilateral CSA Notice 45-313 and the various corresponding blanket orders and rules of
participating jurisdictions (the “ Existing Shareholder Exemption ”) or Multilateral CSA Notice 45-318
and various blanket orders and rules of participating jurisdictions (the “Investor Dealer Exemption” ).
For subscribers utilizing the Existing Shareholder Exemption, the Offering is available to all
shareholders of the Company as at January 24, 2017, (the " Record Date" ) (and still are shareholders)
who are eligible to participate under the Existing Shareholder Exemption. Any person who becomes a
shareholder of the Company after the Record Date is not permitted to participate in the offerings using
the Existing Shareholder Exemption but other exemptions may still be available to them. Shareholders
who became shareholders after the record date should consult their professional advisors when
completing their subscription form to ensure that they use the correct exemption.
There are conditions and restrictions when relying upon the Existing Shareholder Exemption, namely,
the subscriber must: a) be a shareholder of the Company on the Record Date (and still are a
shareholder), b) be purchasing the Units as a principal, i.e. for their own account and not for any other
party, and c) may not purchase more than $15,000 value of securities from the Company in any twelve
month period. There is one exception to the $15,000 subscription limit. In the event that a subscriber
wants to purchase more than $15,000 value of securities then they may do so provided they have first
received 'suitability advice' from a registered investment dealer and, in this case, subscribers will be
asked to confirm the registered investment dealer's identity and employer.
The proposed net proceeds received from the Offering after payment of commissions are intended to be
used by the Company for to pay expenses related to the Company’s properties in Indonesia, settle
payables and for working capital. the following purposes:
ITEM AMOUNT
Gross Proceeds $940,000
Finders Fees $65,800
Net Proceeds $874,200
Indonesia
Sangihe Property
Dead Rent $236,250
Property taxes $77,566
RKAB presentation - Feb 2017 $40,500
Chief Geologist $20,000
CFO Indonesia Subsidiary $7,500
Sub Total $381,816
Canada
East Asia Payables
Management& Directors Settlement $269,263
Reimbursement of expenses $30,737
Payables $100,000
Accrued Audit and Legal Fees 2015 & 2016 $30,000
Sub Total $430,000
G&A Public Company $30,000
AGM $20,000
Contingency $12,384
Sub Total $62,384
TOTAL $874,200
If an offering is over-subscribed, it is possible that a shareholder's subscription may not be accepted by
the Company even though it is received. Additionally, in the event of an imbalance of large
subscriptions compared to smaller subscriptions management of the Company reserves the right in its
discretion to reduce large subscriptions in favour of smaller shareholder subscriptions.
If an offering is not fully subscribed or the over-allotment option is not fully exercised, then
management of the Company will determine the allocation of net proceeds amongst the above purposes
in the best interests of the Company. There may be circumstances however, where, for sound business
reasons, a reallocation of funds may be necessary.
Subscribers utilizing the Existing Shareholder Exemption must reside in one of the following
jurisdictions: Alberta, British Columbia, Manitoba, New Brunswick, Ontario, Nova Scotia, Northwest
Territories Prince Edward Island, Québec, Saskatchewan and Yukon. Shareholders resident in
Newfoundland and Labrador are not permitted to participate in the Offering under the Existing
Shareholder Exemption. Existing shareholders resident in countries other than Canada will need to meet
local jurisdiction requirements to participate.
Subscribers implementing the Investor Dealer Exemption must reside in one of the following
jurisdictions: Alberta, British Columbia, Manitoba, New Brunswick and Saskatchewan. Subscribers
resident in Ontario, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Prince Edward
Island, Québec and Yukon are not permitted to participate in the Offering under the Existing
Shareholder Exemption. Subscribers resident in countries other than Canada will need to meet local
jurisdiction requirements to participate.
The foregoing transactions are subject to approval of the TSX Venture Exchange.
EAST ASIA MINERALS CORPORATION
Per: “Edward Rochette”
Edward Rochette, 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.