Eshippers Management Ltd. Provides an Update ON Proposed Reverse Take-over Transaction
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ESHIPPERS MANAGEMENT LTD. PROVIDES AN UPDATE ON PROPOSED
REVERSE TAKE-OVER TRANSACTION
FOR IMMEDIATE RELEASE
Vancouver, BC –November 19, 2021 – eShippers Management Ltd. (“eShippers”) (NEX: EPX.H) wishes
to provide further information regarding its prev iously announced arm’s length reverse take-over
transaction (the “RTO”) involving eShippers and ISON Mining Pte Ltd. (“ISON”).
ISON has recently provided eShippers with updated financial information and the following table sets forth
selected financial information for ISON for the six month period ended June 30, 2021, and for the two most
recently completed financial years ended December 31, 2020 and December 31, 2019. This selected
financial information has been prepared using account ing policies in compliance with IFRS issued by the
International Accounting Standards Board and interp retations of the International Financial Reporting
Interpretations Committee. The amounts shown below are presented in United States dollars.
As at the six months
ended June 30, 2021
(unaudited)
US$
As at the year ended
December 31, 2020
(audited)
US$
As at the year ended
December 31, 2019
(audited)
US$
Total Revenue $Nil $Nil $Nil
Loss from operations $147,370 $159,474 $252,652
Loss and comprehensive loss $147,370 $291,207 $252,652
Total Assets $505,105 $11,613 $131,881
Total Liabilities $261,801 $170,939 $515,613
Shareholders’ equity (deficiency) $243,304 ($159,326) ($383,732)
As a condition to the completion of the RTO, the newly reconstituted board of directors will be required to
appoint a new CFO. eShippers is pleased to announce that Mr. William Tsang is expected to be appointed
as the CFO concurrent with the closing of the RTO. Mr. Tsang is a Chartered Professional Accountant
with a Bachelor of Commerce from the University of British Columbia with more than 10 years of financial
accounting and auditing experience in the mineral expl oration and mining industry. He had worked in
public practice providing professional services and advice to publicly traded companies on the NYSE, TSX-
V, and OTC markets on various public reporting servi ces, such as Qualifying Transactions for Reverse
Take-Over, mergers and acquisitions, and financing transactions. Mr. Tsang was the Chief Financial Officer
of Atico Mining Corporation and Metalla Royalty & St reaming Ltd. and now holds the position of Chief
Financial Officer at Nova Royalty Corp.
As previously announced, 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. The Novo Mundo gold project includes three mineral process and rights
and is comprised of 16,735 Ha located in the munici pality of Novo Mundo in the state of Mato Grosso,
Brazil. The Buracão gold project includes two mineral process and rights is comprised of 3,995 Ha located
at the border between the states of Tocantins and Goiás, Brazil. ISON do Brasil has now successfully won
the rights to acquire four additional mineral processes in a recently concluded round of auctions held by the
Brazilian National Mining Agency (the “ ANM”). These additional exploration properties will increase
ISON’s total land position in Brazil by 63% to 33,850 Ha. Of particular significance is the 8,701 Ha area
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located in the highly prospective Alta Floresta Go ld Province, the same region where ISON do Brasil has
its Novo Mundo gold pr oject. This mineral process was histori cally explored by Mineração Santa Elina
until 2010, which included mapping, soil and rock geochemistry, trenching, geophysics and diamond
drilling. ISON is in the process of requesting the historical data from the ANM and will provide an update
when the historical results have been validated. The three other mineral processes would represent ISON’s
entry into the State of Pernambuco. The mineral pr ocesses are in a region where other companies have a
presence including Vale S.A, Codelco, Nexa and Bemisa.
In order maintain its rights in the four additional mineral processes, ISON must make an aggregate payment
of approximately US$118,400 to the ANM on or before December 1, 2021. In order to be able to fund this
payment and other operationa l expenses pending completion of the RTO, ISON has arranged a loan of
US$150,000 (the “Loan”) from eShippers. ISON will pay simple interest on the principal amount of the
Loan at an annual interest rate of 5%, calculated monthly in arrears and continuing until the maturity date.
The Loan must be repaid on or before March 31, 2022, provided however, that if the RTO has not been
completed by March 31, 2022, then the maturity date shall be extended to May 31, 2022. As support for
all indebtedness and liability of ISON to eShippers, each of ISON do Brasil and Resmin Pte Ltd.
(“Resmin”) shall provide corporate guarantees for the Loan. In addition, Resmin shall provide a general
security agreement to eShippers with a first ranking security interest over all of the tangible and intangible
property and assets of Resmin. Resmin’s assets include , among other things, be neficial ownership pf
36,311,500 ordinary shares of ISON, representing a pproximately 61.2% of the issued and outstanding
shares in the capital of ISON. The provision of the Lo an remains subject to the satisfaction or certain
conditions precedent including the appr oval of the TSX Venture Exchange and the delivery of all Loan
documentation in a form satisfactory to eShippers, acting reasonably.
In addition to the Loan, as previously announced , eShippers 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 closing of the RTO. Each unit will consist of one
common share of eShippers and one-half of one warrant. Each whole warrant will be exercisable to acquire
one common share at an exercise price of $0.50 fo r a period of 24 months from the date of issuance;
provided, however, that if, following the closing da te of the RTO, the volume -weighted average trading
price of the common shares on the TSX Venture Excha nge is equal to or greater than $0.75 for any 10
consecutive trading day period, the R esulting 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 a cash finder’s fee of up to 7% of the gross proceeds raised under the Concurrent
Financing to eligible parties, all in accordance with the policies of the Exchange.
Further details about the RTO, including further pa rticulars of the business of ISON and the Resulting
Issuer, will be provided in subsequent press rele ases as required by the Exchange, as well as a filing
statement of eShippers to be prepared and filed in respect of the RTO.
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 of eShippers has been halted and will not resume until completion of the
RTO. Issuance of the Final Exchange 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.
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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
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, the Concurrent Financing and related transactions, the
proposed directors and officers of the Resulting Issuer, th e conditions to be satisfied for the completion of
the RTO, the filing of eShippers’ filing statement, 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 fr om those contained in the statements, including risks
related to factors beyond the control of eShippers. Su ch 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 other risks that are customary to transactions 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 obtain from them. Except as required under applicable securities legislation, eShippers
undertakes no obligation 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.