eShippers Management Ltd. sets date to complete Reverse Take-Over Transaction with ISON Mining Pte Ltd.
{00651353 v3}313967.00001/94570284.3
eShippers Management Ltd. sets date to complete
Reverse Take-Over Transaction with ISON Mining Pte Ltd.
Vancouver, BC –May 9, 2022 – eShippers Management Ltd. (“eShippers” or the “Company”) (NEX:
EPX.H) wishes to provide an update regarding its previously announced proposed reverse take-over
transaction (the “RTO”) consisting of the acquisition of all of the issued and outstanding shares of ISON
Mining Pte Ltd. (“ISON”).
The Company has scheduled the completion of the RTO for May 10, 2022. As previously announced, the
Company will complete a non-brokered private placement of units (the “ Concurrent Financing”)
concurrently with or immediately prior to the closing of the RTO. The Concurrent Financing has been
over-subscribed and, as a result, the Company has increased the Concurrent Financing in size to 7,288,127
units at a post-consolidation price of $0.35 per unit for gross proceeds of $2,550,844.45. 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 for a period of 24 months from the
date of issuance, subject to an accelerated expiry provision. In the event that following the closing date of
the RTO, the volume-weighted average trading price of the common shares on the TSX Venture Exchange
is equal to or greater than $0.70 for any 10 consecutive trading day period, the Resulting Issuer (being the
Company following the closing date of the RTO) 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. The Company may pay a cash finder’s fee of up to 7% of the gross proceeds rais ed under the
Concurrent Financing to eligible parties, all in accordance with the policies of the Exchange.
As previously announced, the board of directors of the Resulting Issuer was to be reconstituted to include
Mr. Christopher Eager, Dr. Marcelo de Carvalho, Mr. Adam Powell, Mr. Ricardo Rossin and Ms. Virginia
Olnick. Mr. Powell has recently decided not to stand as a member of the board of directors and, in his
place, Mr. David Cass will be appointed to the board of directors of the Resulting Issuer. Mr. Cass is an
exploration geologist and mining executive with over 30 years of international experience in precious and
base metals exploration acquired via technical and managerial roles for major and junior mining companies
throughout the Americas, Eastern Europe, the Middle East and Australia. He has a wide-ranging experience
in greenfields, brownfields, feasibility and development stage projects, mine site exploration and
operations. Since 2000, he has been focused on exploration and development projects in Canada, U.S.A.
and Latin America, with the last seven years spent working on feasibility and development-stage projects.
Mr. Cass has thorough exposure to the junior mining business via executive roles for junior exploration
companies with projects in Canada, Mexico, Central America, Colombia, Ecuador and Peru, including time
as a mining analyst for a retail investment firm. His responsibilities included directing exploration teams,
growth and management of project portfolios and budgets, property evaluations, acquisitions, financing and
investor relations. He also gained managerial, commercial and negotiation skills by working in a wide range
of environments and cultures through e ffective communications with government bodies, local
communities and stakeholders. Mr. Cass also has mining finance experience including project financing
with institutional/retail investment community and commercial banks, inclusive of work as a mining analyst
for a retail investment firm. Mr. Cass has been a board and audit committee member for several junior
companies and will be a welcome addition to the board of directors of the Resulting Issuer.
For additional information pertaining to the RTO, please refer to the Company’s press releases dated
January 19, 2022, November 19, 2021, September 24, 2021 and May 11, 2021 and the Filing Statement
dated January 17, 2022, all of which are available under the Company’s SEDAR profile at www.sedar.com.
Trading of the common shares of eShippers has been halted and will not resume until completion of the
RTO. Final approval of the RTO 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.
- 2 -
{00651353 v3}313967.00001/94570284.3
Investors are cautioned that, except as disclosed in the Filing Statement 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 passed 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 and expectations regarding the future, including, but
not limited to, the Company’s completion of the RTO, the completion of the Concurrent Financing and
related transactions, the conditions to be satisfied for the completion of the RTO, 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 the Company. 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 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 the Company will obtain from them. Except as
required under applicable securities legislation, the Company undertakes no obligation to publicly update
or revise forward-looking information.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this release.