ABE Resources Announces Conditional Acceptance of Acquisition of Pioneer Resources and Related Transactions
ABE Resources Announces Conditional Acceptance of Acquisition of Pioneer Resources and Related Transactions
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./
VAL-D'OR, QC
,
April 21, 2017
/CNW Telbec/ - ABE Resources Inc. (TSXV: ABE) (the "
Company
" or "
ABE
") is pleased to announce that the TSX Venture
Exchange (the "
TSXV
") has conditionally accepted its proposed arm's length acquisition (the "
Acquisition
") of Pioneer Resources Inc. ("
Pioneer
"), its
concurrent private placement (the "
Private Placement
"), and the related 2:1 consolidation of its issued and outstanding securities (the "
Consolidation
"),
previously announced on
November 15, 2016
. As a result, the Company's common shares will resume trading on the TSXV at the opening of markets on
April 25,
2017
.
The Company anticipates that the Acquisition, the Private Placement, and the Consolidation will be completed pursuant to the amended terms set out below in
the coming days.
Acquisition
In connection with the Acquisition, the Company has agreed to issue an additional 2,918,080 post-Consolidation common shares of ABE (each, a "
Share
") at a
deemed price of
$0.05
per Share to settle
$145,904
in outstanding indebtedness of Pioneer (the "
Debt
") owed to certain current officers, directors, and
shareholders of Pioneer (the "
Debt Settlement
").
As a result, an aggregate of 8,418,080 Shares at a deemed price of
$0.05
per Share will be issued in exchange for all of the issued and outstanding common
shares in the share capital of Pioneer and to settle the Debt.
Private Placement
The Company is also increasing the size of the Private Placement to a minimum of 30,000,000 post-Consolidation units of ABE (each, a "
Unit
") and a maximum
of 40,000,000 Units at a price of
$0.05
per Unit for minimum gross proceeds of
$1,500,000
(the "
Minimum Offering
") and maximum gross proceeds of
$2,000,000
.
The proceeds of the Private Placement will be used to complete the transactions described in this news release (collectively, the "
Transactions
") and to carry out
exploration work on Pioneer's mining properties located near the town of
Ste-Anne-des Monts
, in the province of
Quebec
, known as the Dôme
Lemieux
property.
In connection with the Private Placement, the Company has agreed to pay a finder's fee in respect of those purchasers introduced to the Company by Echelon
Wealth Partners Inc. (the "
Finder
"). The Finder will receive a cash payment equal to 6% of the gross proceeds received from purchasers under the Offering who
were introduced to the Company by the Finder.
Consolidation
The Consolidation to be carried out in connection with the Private Placement was approved at the Company's annual general and special meeting of shareholders
held on
December 22, 2016
. A detailed news release announcing the status of the Consolidation will be available under the Corporation's profile on SEDAR at
www.sedar.com
upon completion of the Consolidation.
Letters of transmittal in respect of the Consolidation were sent to shareholders of ABE on
December 1, 2016
. Shareholders should neither destroy nor submit any
share certificate in accordance with the letters of transmittal until the completion of the Consolidation has been announced by the Company.
Financial Information
The following is a summary of Pioneer's financial information for the period from
September 23, 2015
(the date of incorporation) to
August 31, 2016
and for the
three-month period ended
November 30, 2016
:
Three Months Ended
November 30, 2016
(unaudited)
(C$)
Period From
September 23, 2015
to August 31, 2016
(unaudited)
(C$)
Current Assets
4,494
14,513
Total Assets
4,494
14,513
Total Liabilities
197,040
181,193
Shareholders' Equity (Deficiency)
(192,546)
(166,680)
Exploration and Evaluation Expenditures
21,619
402,950
Net Loss and Comprehensive Loss
25,866
404,416
The closing of the Acquisition remains subject to completion of the Consolidation, the Minimum Offering, and the Debt Settlement and each of the Transactions
remain subject to the final approval of the TSXV.
About ABE Resources Inc.
ABE Resources Inc. is a
Quebec
mineral exploration company focused on the discovery and development of mineral deposits of economic potential primarily in
the province of
Quebec
. For further information on the Company, please visit our website at
http://www.aberesources.ca
or contact us at
.
About Pioneer Resources Inc.
Pioneer is a privately held mineral exploration company with an experienced mineral exploration management team that holds a 100% undivided interest in the
Dôme
Lemieux
property located in Gaspé,
Quebec
. The property hosted three past producing mines (lead, copper, zinc) and several showings, is accessible by
road year-round, and has historical drilling totalling approximately 66,000 m.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this
press release.
NEITHER THE TSXV NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSXV) ACCEPTS
RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking statements" under
applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the ability of ABE to obtain all
required approvals and consents and to complete the Transactions; the terms and conditions of the proposed Transactions; use of funds from the Private
required approvals and consents and to complete the Transactions; the terms and conditions of the proposed Transactions; use of funds from the Private
Placement; and the business and operations of ABE upon completion of the proposed Transactions. Forward-looking statements are necessarily based upon a
number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may
cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are
not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive regulatory approvals; and the ability of ABE to
execute and achieve its business objectives. There can be no assurance that such statements will prove to be accurate, as actual results and future events could
differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. ABE disclaims
any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as
required by law.
SOURCE
ABE Resources Inc.
View original content: http://www.newswire.ca/en/releases/archive/April2017/21/c2716.html
%SEDAR: 00003760E
For further information:
For additional information regarding the Transactions: ABE Resources Inc., Yves Rougerie, President and Chief Executive
Officer, Tel: 819-874-6200, Email: [email protected]
CO: ABE Resources Inc.
CNW 16:10e 21-APR-17