Shares Issued: 24,848,308
Telson Resources Inc.
(TSX.V: TSN, OTCBB: SOHFF) Shares Issued: 24,848,308
FOR IMMEDIATE RELEASE November 18, 2015
TELSON ANNOUNCES COMPLETION OF SHARE CONSOLIDATION, DEBT SETTLEMENT AND PARTIAL CLOSING OF PRIVATE PLACEMENT
Vancouver, BC, Canada – November 18, 2015 – Telson Resources Inc. (TSX Venture Exchange: TSN) (“Telson” or the “Company”) announces that it has completed its corporate reorganization, disclosed in its previous news releases dated May 6, 2015 and July 14, 2015, which includes the following:
1) the consolidation of the Company’s issued and outstanding share capital on a 2:1 basis, which was effective September 18, 2015 (the “Consolidation”). As a result of the Consolidation 49,696,616 common shares previously issued and outstanding were consolidated into 24,848,308 new shares;
2) the partial closing of the non‐brokered private placement (the “First Tranche Closing”) pursuant to which the Company issued 33,040,000 post‐Consolidation units (the “Units”) for gross proceeds of $1,652,000. The First Tranche 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 post‐Consolidation 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; and
3) the debt settlement of $693,500 in debt in exchange for 13,870,000 Shares of the Company at a deemed price of $0.05 per Share.
In connection with the First Tranche Closing, the Company paid a cash finder’s fee of $60,000 and issued an aggregate of 1,800,000 Shares to a finder in accordance with TSX Venture Exchange (the “Exchange”) policies and applicable securities legislation. All securities issued under the First Tranche 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 filed Personal Information Forms (“PIFs”) for the principals of each of Promotora and Estratégica. The Company will close on the balance of the Private Placement once the Exchange has approved the PIFs for Promotora and Estratégica’s principals. The Company has received the balance of the Private Placement proceeds and is holding same in trust pending closing of the balance of the Private Placement.
Ralph Shearing, President and Chief Executive Officer of Telson stated: “The confidence displayed with this significant investment by Telson's new controlling shareholders reinforces management's belief in the quality of the Company's Tahuehueto asset and we could not be more excited about working with our new Mexican partners in advancing the project towards production as soon as possible”.
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 7,000,000 shares of the Company at a price of $0.05 per Share and Warrants to acquire an additional 3,500,000 Shares at a price of $0.05 per Warrant under the First Tranche Closing. Accordingly, Promotora and Estratégica beneficially own an aggregate 14,000,000 Shares of the Company, representing approximately 19% of the 73,558,245 issued and outstanding Shares of the Company on an undiluted basis and approximately 26% of the Company’s 80,558,245 issued and outstanding Shares, on a partially diluted basis, assuming exercise of the Warrants held by Estratégica and Promotora.
On closing of the balance of the Private Placement, each of Promotora and Estratégica will be issued an additional 3,480,000 Shares of the Company, for an aggregate of 6,960,000 Shares of the Company, which combined with their current shareholdings will result in each of Promotora and Estratégica holding 10,480,000 Shares of the Company. Accordingly, Promotora and Estratégica will beneficially own an aggregate 20,960,000 Shares of the Company and 10,480,000 Warrants, or approximately 26% of the 80,518,245 issued and outstanding Shares of the Company on an undiluted basis and 31,440,000 Shares or approximately 37% of the Company’s 84,038,245 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.