International Samuel Announces Share Consolidation, Private Placement and Proposed Acquisition
8th floor, 700 West Georgia Street. Vancouver, British Columbia V7Y 1G5 Tel : 604.718.5454 www.internationalsamuel.com
INTERNATIONAL SAMUEL ANNOUNCES SHARE CONSOLIDATION, PRIVATE PLACEMENT AND PROPOSED ACQUISITION
October 23, 2015: Vancouver, BC Canada - International Samuel Exploration Corp. (TSX-V: ISS) (the “Company”) is pleased to announce that the Company will consolidate its share capital, that it is undertaking a non-brokered private placement and that it has entered into a memorandum of understanding (“MOU”) with America Greener Technologies, Inc. (“AGT”) pursuant to which it plans to acquire exclusive rights for the greater China market to a cleaning technology known as the AGT PolarChem Cleaning System. The PolarChem Cleaning System is proven to maximise energy efficiency, minimise corrosion, and instantly reduce sulphur trioxides in coal-fired power plants. The system significantly reduces emissions caused by coal-fired power plants.
Consolidation
The Company will consolidate its share capital on the basis of one (1) new common share for every ten
(10) existing common shares and intends to change its name concurrently therewith.
Private Placement
The Company is undertaking a non-brokered private placement offering of 10,000,000 units at a price of $0.05 per unit raising gross proceeds of up to $500,000. Each unit will consist of one post-consolidated common share of the Company and one non-transferable common share purchase warrant. Each warrant will entitle the holder thereof to purchase one post-consolidated common share of the Company for a 24 month exercise period at a price of $0.10 per 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 ten-day volume weighted price of the shares exceeds $0.25. The Company may issue finder’s fees in connection with this Offering. The proceeds of the private placement will be used for general working capital and to fund the pursuit of the Proposed Acquisition.
Proposed Acquisition
Pursuant to the MOU, the Company plans to acquire exclusive AGT’s rights for the China market for the AGT PolarChem Cleaning System. Under the terms of the MOU, the Company will deposit US$100,000 as a goodwill deposit which will be held in trust until successful completion of the Stage 1 test process; on or before 30 days following the conclusion of a successful Stage 1 test the Company will deposit an additional US$100,000 in trust for AGT with payment thereof to be released to AGT on or before 60 days following successful conclusion of the Stage 1 test; thereafter the Company will close the licensing agreement by paying the remaining balance of US$800,000 to AGT.
The proposed Acquisition (which will trigger various requirements under Policy 5.2 of the TSX Venture Exchange) as well as the share consolidation and the private placement are subject to the acceptance of the TSX Venture Exchange.
Completion of the Proposed Acquisition 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 Proposed Acquisition 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.
ON BEHALF OF THE BOARD OF DIRECTORS
“Conrad Swanson”
President & CEO
For further information, please contact:
International Samuel Exploration Corp.
Telephone: 604.718.5454 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 obtain regulatory approval of the Proposed Acquisition 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.