Eshippers Management Ltd. Enters into Share Purchase Agreement FOR a Reverse Take-over Transaction
ESHIPPERS MANAGEMENT LTD. ENTERS INTO SHARE PURCHASE AGREEMENT
FOR A REVERSE TAKE-OVER TRANSACTION
FOR IMMEDIATE RELEASE
Vancouver, BC – September 24, 2021 – eShippers Management Ltd. (“ eShippers”) (NEX: EPX.H)
wishes to announce it has entered into a definitive share purchase agreement dated effective September 23,
2021 (the “Definitive Agreement”) with ISON Mining Pte Ltd. (“ISON”) and ISON’s shareholders for its
previously announced arm’s length reverse take-over transaction of eShippers (the “RTO”).
About the RTO
Under the Definitive Agreement, eShippers will complete the RTO by acquiring from the ISON
shareholders all of the outstanding shares of ISON, a corporation incorporated under the laws of Singapore,
in exchange for the issuance of an aggregat e of 29,655,750 common shares of eShippers (“ Common
Shares”) to the ISON shareholders at a deemed price of $0.35 per share. Following the completion of the
RTO, ISON will be a wholly-owned subsidiary of eShippers and the business of eShippers (following
completion of the RTO, referred to as the “ Resulting Issuer”) will be the business of ISON, the directors
and management of the Resulting Issuer will be reconstituted as described below, and it is expected that the
Resulting Issuer will be listed on the TSX Venture Exchange (the “Exchange”) as a Tier 2 Mining Issuer.
The RTO is subject to the approval of the Exchange.
As a condition to the completion of the RTO, eShippers will complete a share consolidation on the basis of
1 new Common Share for each 2 old Common Shares (the “ Consolidation”). The Consolidation is
expected to be completed immediately prior to the completion of the acquisition of the ISON Shares. After
completing the Consolidation, eShippers will have 7,031,079 new Common Shares issued and outstanding.
Under the terms of the Definitive Agreement, eShi ppers will undertake a non-brokered private placement
of up to 4,285,714 units of eShippers at a post-Consolidation price of $0.35 per unit for gross proceeds of
up to $1,500,000 (the “Concurrent Financing”). The Concurrent Financing is expected to be completed
concurrently with or immediately prior to the closin g of the RTO. Each unit will consist of one Common
Share and one-half of one warrant. Each whole warra nt will be exercisable to acquire one Common Share
at an exercise price of $0.50 for a period of 24 months from the date of issuance; provided, however, that
if, following the closing date of the RTO, the volume-weighted average trading price of the Common Shares
on the Exchange is equal to or greater than $0.75 for any 10 consecutive trading day period, the Resulting
Issuer may, upon providing written notice to the holders of the warrants, accelerate the expiry date of the
warrants to the date that is 30 days following the date of such notice. eShippers may pay finder’s fees to
eligible parties in connection with the Concurrent Financing, all in accordance with the policies of the
Exchange.
The net proceeds from the Concurrent Financing will be used by the Resulting Issuer: (i) to complete and
evaluate the exploration programs on ISON’s gold projects as recommended in the National Instrument 43-
101 - Standards of Disclosure for Mineral Projects (“NI 43-101”) technical reports described below, (ii) to
satisfy ISON’s obligations to maintain its interests in its gold projects, and (iii) for working capital purposes.
As a condition to the completion of the acquisition of the ISON Shares, the board of directors of the
Resulting Issuer will be reconstituted to include three nominees appointed by ISON (being Mr. Christopher
Eager, Dr. Marcelo de Carvalho and Mr. Adam Powe ll) and up to two nominees appointed by eShippers
(being Mr. Ricardo Rossin and Ms. Virginia Olnick), s ubject to such director nominees being qualified to
act as directors pursuant to the provisions of appli cable law and acceptable to the Exchange. The newly
reconstituted board of directors will appoint Mr. Eager as the President and CEO, Dr. Carvalho as the Chief
Operating Officer and Chief Geologist, and Mrs. Leah Hodges will remain as the Corporate Secretary of
the Resulting Issuer. The newly reconstituted board of directors will also appoint a new CFO. Information
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about Mr. Eager, Dr. Carvalho and Mr. Powell is disclosed in eShippers’ press release about the RTO dated
May 11, 2021. Information about Mr. Rossin, Ms. Olnick and Mrs. Hodges are set out below.
Mr. Rossin is a Senior Geochemist and Technologist, with over 15 years of recent global experience in the
areas of environmental science, geochemical analys is, and mineral processing with a focus on Artisanal
and Small Scale Gold Mining (“ASGM”). Mr. Rossin has been involved in gold mining projects in North
and South America, Southeast Asia, and Africa. He was a Co-founder and Chief Technical Officer for the
Artisanal Gold Council, a not-for-profit organization that aims to create formal businesses and sustainable
development in ASGM communities. Mr. Rossin was al so an International Consultant in ASGM for the
United Nations Industrial Organization, providing expert advice and support in various mining technology
aid projects to developing countries, as well as s upporting the development of National Action plans to
reduce mercury use in ASGM under the Minamata Conve ntion framework. He was also VP Technology
for RGTM Gold Corp., a Canadian based company th at focuses on sourcing responsibly produced gold
from Burkina Faso, West Africa. Mr. Rossin is an e xpert in the design of field sampling surveys and has
designed, installed and operated gold recovery systems and a variety of field equipment. Mr. Rossin also
has extensive experience liaising with gold mining communities, businesses, and regulatory agencies with
respect to reporting and responding to technical queries. Mr. Rossin has a Bachelors in Technological
Chemistry from PUC-Campinas, and a Masters in Ge ochemistry and Metallogenesis from the University
of Campinas, Brazil. Mr. Rossin is fluent in Portuguese.
Ms. Olnick graduated with a Bachelor of Science Degree from the University of British Columbia in 2009
and has been an active investor in the venture cap ital markets for over 20 years. She has completed the
Canadian Securities Course as well as the Public Co mpanies: Financing, Governance, and Compliance
course from Simon Fraser University. Ms. Olnick is the CEO, Corporate Secretary and a director of Esstra
Industries Inc., as well as a director of eShippers Management Ltd. and Nevado Resources Corporation.
Mrs. Hodges is the principal of Benchmark Point Governance Corp., specializing in corporate and securities
matters, with over 15 years of experience providing compliance, administration, and governance support to
private and public listed companies in various sect ors. Mrs. Hodges is a Commissioner for Taking
Affidavits in British Columbia, has an Associate of Arts degree from Capilano University and is a member
of the Governance Professionals of Canada.
In connection with the RTO, eShippers will also cha nge its name to “Resouro Gold Inc.” or such other
name as shall be designated by ISON.
eShippers currently has 14,062,158 Common Shares issued and outstanding and after giving effect to the
Consolidation, it will have 7,031 ,079 Common Shares issued and outstanding. Upon completion of the
RTO, including the Concurrent Financing, the Resulting Issuer is expected to have a total of 40,972,543
Common Shares issued and outstanding, with the ISON shareholders holding 29,655,750 Common Shares
representing approximately 72.4% of the issued and outstanding Common Shares, the investors under the
Concurrent Financing holding 4,285,714 Common Shares representing approximately 10.5% of the issued
and outstanding Common Shares, and the current shar eholders of eShippers holding 7,031,079 Common
Shares representing approximately 17.2% of the issued and outstanding Common Shares.
Subject to the consent of the Exchange, eShippers will not seek shareholder approval to complete the RTO
in accordance with the provisions of Exchange Policy 5.2 - Changes of Business and Reverse Takeovers
since the RTO is not a Related Party Transaction (as defined in the rules and policies of the Exchange), no
circumstances exist which may compromise the independe nce of eShippers or the interested parties (in
particular, eShippers’s directors and senior officers) with respect to the RTO, no aspect of the RTO requires
the approval of shareholders of eShippers under applicable corporate and securities laws, eShippers is
without active operations and is listed on the NEX board of the Exchange, and the Common Shares will
resume trading on completion of the RTO.
Notwithstanding the above, the RTO may be subject to Exchange Policy 2.10 – Listing of Emerging Market
Issuers and, if applicable, eShippers and ISON will use th eir best efforts to satisfy all of the Exchange
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requirements that may be imposed pursuant to Policy 2.10. If applicable and as required, eShippers will
hold a meeting of its shareholders to seek any necessary approvals of its shareholders.
The completion of the RTO is subject to the satisf action of various conditions as are standard for a
transaction of this nature, including but not limited to: (i) receipt of all necessary consents, waivers,
permissions and approvals for the RTO, including the approval of the Exchange; (ii) the Resulting Issuer
satisfying the minimum listing requirements of the Exchange; (iii) the representations, warranties and
covenants made by each party being true and correct in all material respects as of the closing date; (iv) no
party being in material breach of its obligations u nder the Definitive Agreement; (v) no event or change
occurring that would reasonably likely to have a material adverse effect on either eShippers or ISON; (vi)
the completion of the Concurrent Financing, as app licable; (vii) the issuance of the Common Shares in
connection with the RTO being exempt from prospe ctus requirements under applicable securities laws;
(viii) ISON providing eShippers with such financial statements for ISON as are required for the RTO; and
(ix) if required, ISON providing eShippers with a fo rmal valuation and/or title opinions acceptable to the
Exchange.
eShippers is not subject to a cease trade order and will not otherwise be suspended from trading on
completion of the RTO. No finder’s fees are payable in connection with the RTO.
The Common Shares issuable in connection with the RTO may be subject to Exchange escrow or seed share
resale restrictions and to hold periods as required pur suant to the requirements of Exchange Policy 5.4 -
Escrow, Vendor Consideration and Resale Restrictions and applicable securities laws.
Sponsorship of the RTO is required under Exchange Policy 2.2 - Sponsorship and Sponsorship
Requirements unless an exemption from the sponsorship require ment is available. eShippers intends to
apply for a waiver from the sponsorship requirements. There is no assurance that eShippers will be able to
obtain such a waiver.
The RTO will be completed pursuant to, and in stri ct accordance with, applicable corporate and securities
law requirements and available exemptions under applicable securities laws.
About ISON
ISON is a private company existing under the laws of Singapore. ISON is the 100% owner of ISON do
Brasil Mineracão Ltda. (“ISON do Brasil”) which has acquired 100% of the mineral processes and rights
for its Novo Mundo and Buracão gold projects (the “Projects”) under definitive acquisition agreements.
Novo Mundo Gold Project
ISON and ISON do Brasil entered into a definitive acquisition agreement dated May 11, 2021 (the “ISON-
NEXA Agreement ”) with Nexa Recursos Minerais S.A (fo rmerly Votorantim Metais Zinco SA), a
corporation existing under the laws of Brazil (“Nexa”), setting out the terms and conditions by which ISON
agreed to purchase from Nexa three mineral processes and rights in th e Novo Mundo gold project. The
Novo Mundo gold project is comprised of 16,735 Ha and is located in the municipality of Novo Mundo in
the state of Mato Grosso, Brazil. Further details of the Novo Mundo gold project are summarized below
and in the relevant NI 43-101 technical report. Th e Novo Mundo gold project property is the Qualifying
Property (as defined in the policies of the Exchange) for purposes of the RTO.
Buracão Gold Project
ISON do Brasil entered into a definitive acquis ition agreement dated February 26, 2021 (the “ Buracão
Agreement”) with Amanda Santos Fonseca setting out the terms and conditions by which ISON do Brasil
acquired a 100% interest in two mineral processes and rights in the Buracão gold project. The Buracão
gold project is comprised of 3,995 Ha and is located at the border between the states of Tocantins and Goiás,
Brazil. Further details of the Buracão gold project are summarized below and in the relevant NI 43-101
technical report. The Buracão gold project is a material property of ISON.
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NI 43-101 Technical Reports
The Novo Mundo gold project is the subject of a NI 43-101 technical report entitled “Independent Technical
Report – The Novo Mundo Gold Project” prepared by GE21 Consultoria Mineral Ltd. (“GE21”) and dated
effective July 28, 2021, as the same may be further amended, restated or replaced. A copy of this technical
report and additional information regarding the Novo Mundo gold project is available under eShippers’
profile on SEDAR at www.sedar.com.
The Novo Mundo gold project is located within the gold mining district of the Alta Floresta Gold Belt,
Mato Grosso (AFGB). This province has a SE-NW el ongate extent of over 500 km, and most of the gold
deposits and known gold occurrences are concentrated along zone in the eastern portion of the belt, where
the Novo Mundo gold project is located.
ISON has only recently acquired the property and th erefore no exploration work has been conducted by
ISON. However, historical information in the form of technical reports and various databases does exist
that describe the drilling, geochemical, geophysical, a nd geological work completed by past exploration
companies. These include several reputable mining comp anies such as RJK, Rio Tinto, Graben and Nexa.
The drilling information contained in the data room ISON acquired from Nexa contains a total of 43
diamond drill holes amounting to 5501.56m. All the drill core from the campaigns completed by RTZ and
GMS, comprising of around 4500m, are available in Nexa’s core shed. The programme completed by GSM
between 2011 and 2013 led to a “Final Exploratio n Report” being filed with the ANM-Brazilian Mining
Agency in May 2015. This report presented a total geological resource in the area ANM 866.035/2009 of
1,691,179 tonnes with an average Au content of 2.99 g/t, amounting to around 160 thousand ounces. It is
important to highlight that this resource was not completed to NI 43-101 standards and is entirely historic
in nature and ISON and eShippers are not treating the historic estimates as current. The Resulting Issuer
will be required to resample, infill drill and remodel the estimates to consider the estimates current.
The characteristics of the main detected Au (Cu, Pb, Zn, Mo) mineralization of the Novo Mundo gold
project fall into two types: Firstly, gold of a disse minated hosted in muscovite/sericite quartz (chlorite)
sulphide alteration zones of the host syeno-granites with rare quartz veining associated with and enveloped
by potassic and propylitic hydrothermal alteration. Secondly, gold mine ralization in vein structures is
similar to epithermal gold narrow quartz vein deposits, controlled mainly by NW-SE fault zones. The type
of disseminated mineralisation is considered similar to the deposit of X1 located 35 km SW in the same
geological context.
Based on the evidence of a close spatial relation of the gold deposits with granitic intrusions, the presence
of hydrothermal alteration halos (mainly phyllic, potassic and propylitic), the dual mineralization styles of
narrow veins and disseminated gold in a sericite (chlorite) -quartz -pyrite alteration zone) and the nature of
fluid inclusions (magmatic and me teoric sources), a porphyry-epitherma l magmatic-hydrothermal system
is interpreted to be responsible for the gold deposits of Novo Mundo.
Despite the only partial success of historical expl oration campaigns, several geological, geochemical and
geophysical anomalies observed in the historic data, ar e in the opinion of GE21, favourable targets that
could lead to a potential expansion of mineralised zon es in the area. The factors that contribute to this
opinion are outlined below:
Limited geological detail of the already detected mineralization with a very sparse and often
shallow drilling grid.
The presence of a hydrothermal alteration zone greater than 3km in extent altering the syenogranite.
The presence of a significant anomalous structure is indicated by the integration of the geochemical,
IP and magnetic anomalies that appear to coincide with the presence of circular geomorphological
structures.
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Indications of continuity of the soil geoche mical anomalies around this possible centre of
mineralization and along tectonic structures identified in the geophysical data.
Presence of IP anomalies in the historical IP survey s that have not yet been evaluated in detail by
modern exploration work.
Possible presence of a major and deeper high resis tivity structure indicated by the exploratory IP-
AMT section.
The presence of tectonic lineamen ts highlighted by the magnetic survey with crosscutting main
structure of NW-SE, E-W and NE, similar to the main gold mineralization structures in the Alta
Floresta Gold Province (AFGP).
Based on these observations and the possibility to im plement a consistent exploration programme with
advanced data integration, systematic geological and geochemical mapping, the use of modern geophysical
surveys and targeted drilling campaigns, GE21 considers that there is potential for expansion of the gold
resources.
GE21 recommends the exploration strategy of the Novo Mundo gold project to be developed in two phases.
The second phase should be contingent on positive results from phase one. Based mainly on data integration
of the historical exploration data including drilling, geochemistry, geology, and geophysics phase one is to
include:
(a) a programme to review, qualify and recover the historical data reflecting the more advanced
geological understanding of this kind of minera lization and the discovery potential for porphyry-
epithermal systems in the AFGP;
(b) conduct a closer-spaced soil geochemistry survey and complete detailed alteration and tectonic
mapping in the main target area;
(c) undertake geophysical surveys over the most potential structures and targets; and
(d) execute a bulk sampling and evaluation programme for tailings and mineralised stockpiles, to
understand the grade distributional and metallurgical characteristics of the mineralised zones. There
are available stockpiles/tailings on some past informal mining sites e.g., Luisão.
Contingent on positive results from phase one, phase two is to include:
(a) an initial diamond drilling campaign of around 5.000m supported and designed based on phase one
results; Implement a consistent QAQC programme, density tests and accurate topography; part of
this drilling programme can be executed in parallel to phase one after item a) where a closer grid
of drilling is recommended;
(b) cover the remaining area with a closer soil geochemistry and mapping grid;
(c) execute an NI 43-101 compliant resource estimati on and complete a PEA (Preliminary Economic
Assessment) also to be submitted to ANM (Brazilian Mining Agency) as a PAE; and
(d) in case of positive results of phase one, as there are already available some near surface mineralised
zones in the historical informally mined pits plus some mineralised stockpiles, there is also an
opportunity to implement a Trial Mining Operation (“Guia de Utilização”) for small scale mining
and testing.
GE21 elaborates on an estimated budget to implement the above recommendations. The budget for phase
one is US$350,000 and the budget for phase two is US$1,375,000.
The Buracão gold project is the subject of a NI 43 -101 technical report entitled “National Instrument 43-
101 Independent Technical Report – The Buracão Gold Project” prepared by GE21 and dated effective July
29, 2021, as the same may be further amended, restated or replaced. A copy of this technical report and
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additional information regarding the Buracão gold project is also available under eShippers’ profile on
SEDAR at www.sedar.com.
The Buracão gold project is located within the Proterozoic Brasília Fold Belt (BFB), which stretches from
Araxa in the south to Porto Nacional in the north. This province results from the Brasiliano-Pan African
Orogeny 790 – 610Ma involving the collision between the Amazon and São Francisco cratons and the
Parana Block of central Brazil.
ISON has only recently acquired this property and ther efore no exploration work has been conducted by
ISON. Historical data from technical reports details the drilling, geochemical, geophysical, and geological
work previously completed by Amazonia Mineração and Paringa Resources. The drilling information
according to the data room provided to ISON by the pr evious title owner represents a total of 26 diamond
drill holes with 2,607m. The drill core from the campaigns completed by Amazonia Mineração and Paringa
Resources are available in the present core shed. GE21 reviewed the remaining core of MID-005-13.
The geology of the Buracão Gold Project comprises quartzites and phyllites of the Araí and Paranoá Groups.
In the NE quadrant of the project area, the Araí group consist of two forma tions: the upper phyllite and a
quartzite. The Paranoá Group contains a phyllite-quartzite-carbonate succession that occupies the western
side of the licence area.
The gold mineralization in the Buracão gold project is a Neoproterozoic orogenic gold deposit consisting
of quartz veins with sericite hydrothermal alteration in metasedimentary rocks (phyllites and quartzites) of
the Araí Group. The area has been subjected to a pol yphasic structural evolution and as a result, a major
structural control is associated with auriferous zones. It appears this mineralisation is associated with a
second phase of deformation, characterized by a dextral transpressive ENE-WSW movement, responsible
for forming the NNE shear system.
Several geological, geochemical, and geophysical anomalies are observed in the historic data, that when
combined with the following favourable factors, present an opportunity to extend known mineralisation
zones. The favourable factors include:
Observation of visible gold in fresh veins exposed in the Trincheirão workings in a structure that
had only just been targeted by the garimpo. This structure appears to be an antithetic vein structure
if the Riedel model is applied to the main trend of historic workings.
The lack of mineralized intersections in drill hol es that were designed to drill directly below the
garimpo workings indicates the structural control had not been fully understood. This, if considered
with the point above, presents a good opportunity for ISON to re-evaluate the historical positioning
of drill holes.
The lack of significant soil anomalies but the hi gh effectiveness of rock samples indicate soil
geochemistry is not well suited to the Buracão re gion. The high frequency of outcrop within the
project area invites a systematic and extensive outcrop sampling approach to regional exploration
that may identify new target zones to follow up.
The presence of an anomalous structure indicated by the IP anomalies was only partially followed
up in previous ventures.
There has been intermittent artisanal mining activity since the 18th century that continues today. As
such this indicates the area conti nues to deliver gold even in structures that have a long history of
small-scale operations.
Artisanal workings and the continuity of features related to mineralization such as structures, veins
and alterations zones are observed along a 2km NNE trend. The northern extension of this trend is
within Isons licences and has yet to be explored in detail.
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GE21 recommends the following explor ation programme for the Buracão gold project to be completed in
two phases with phase two contingent on positive outcomes of phase one.
Phase one to include:
(a) Perform detailed lithological and structural ma pping aiming to understand better controls on gold
mineralisation. Included in this is detailed alteration mapping. U se the results of the mapping to
generate a detailed litho-structural-alteration model.
(b) Characterise the vein type and vein paragenesis aiming to generate a vein type model.
(c) Undertake systematic sampling of the vein t ypes and alteration zones to understand the gold
distribution. Use this understanding to support the planning of more advanced exploration methods.
(d) Perform an integrated geophysical survey by IP, radiometric and ground magnetics to improve
geological interpretations and test lithological and structural targets.
(e) Perform systematic 4 to 5m deep trenching across the potential areas followed by geological
mapping. Undertake a systematic bulk sampling of surface material and intersected vein and
alteration zones.
Phase two to include (if phase one results are positive):
(a) After defining and understanding better the potential subareas perform a diamond drilling campaign
following a consistent QAQC program, density tests and accurate topography.
(b) Perform a sampling survey on the tailings located across the project area. Aim to quantify their
gold distribution and what mineral processing routes are required for treating the tails.
(c) Based on the results on phase 2b, evaluate the implementation of a bulk sampling and processing
plant to treat tailing.
GE21 elaborates on an estimated budget to implement the above recommendations taking in consideration
a 12-month budget. The budget for phase one is US$350,000 and the budget for phase two is US$700,000.
Additional Information
Further details about the RTO, including further pa rticulars of the business of ISON and the Resulting
Issuer, the Projects and the Concurrent Financing, will be provided in subsequent press releases as required
by the Exchange, as well as a filing statement of eShippers to be prepared and filed in respect of the RTO.
Investors are cautioned that, except as disclosed in the filing statement, any information released or received
with respect to the RTO may not be accurate or co mplete and should not be relied upon. Trading in the
securities of eShippers should be considered highly speculative.
All information contained in this press release w ith respect to eShippers and ISON was supplied for
inclusion herein by the respective parties and each pa rty and its directors and of ficers have relied on the
other party for any information concerning the other party.
Trading of the Common Shares has been halted and w ill not resume until completion of the RTO. Upon
completion of the RTO. Issuance of the Final Excha nge Bulletin and the resumption of trading in the
Resulting Issuer’s shares on the Exchange remains subject to the completing of customary filings required
by the policies of the Exchange.
Mario Conrado Reinhardt, MAIG and Ednie Rafael M. de C. Fernandes, MAIG, both of GE21, are each a
"qualified person" as defined in NI 43-101, and have reviewed and approved the technical contents in this
press release.
Completion of the RTO is subject to a number of conditions, including but not limited to, Exchange
acceptance and if applicable pursuant to Exchange req uirements, majority of the minority shareholder
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approval. Where applicable, the RTO cannot close until the required shareholder approval is obtained.
There can be no assurance that the RTO will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing
statement to be prepared in connection with the RTO, any information released or received with respect
to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of
eShippers should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way pa ssed upon the merits of the proposed RTO and has
neither approved nor disapproved the contents of this press release.
For further information please contact Leah Hodges, Corporate Secretary of eShippers, by email at
[email protected] or by phone at (604) 377-0403.
Notice on Forward-Looking Information
Information set forth in this news release contains forward-looking statements. These statements reflect
management’s current estimates, beliefs, intentions a nd expectations regarding th e future, including, but
not limited to, eShippers’s completion of the RTO and related transactions, the completion of the
Concurrent Financing, the proposed use of the net proceeds from the Concurrent Financing, the proposed
directors and officers of the Resulting Issuer, the conditi ons to be satisfied for the completion of the RTO,
the filing of eShippers’ filing statement, the exemption from sponsorship and the resumption of trading.
Such statements are not guarantees of future performance. They are subject to risks and uncertainties that
may cause actual results, performance or developments to differ materially from those contained in the
statements, including risks related to factors beyond the control of eShippers. Such factors include, among
other things: the requisite corporate approvals of the directors and shareholders of the parties may not be
obtained; the Exchange may not approve the RTO; sufficient funds may not be available or raised pursuant
to any Concurrent Financing; and ot her risks that are customary to tr ansactions of this nature. No
assurance can be given that any of the events anticipated by the forward-looking statements will occur or,
if they do occur, what benefits eShippers will obtai n from them. Except as required under applicable
securities legislation, eShippers undertakes no obliga tion to publicly update or revise forward-looking
information.
Neither the TSX Venture Exchange nor its Regulation S ervices Provider (as that term is defined in the
policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this release.