Group Eleven Announces Private Placement of up to $1,000,000; Michael Gentile, CFA to maintain 19.99% partially diluted interest
Group Eleven Announces Private Placement of up to $1,000,000;
Michael Gentile, CFA to maintain 19.99% partially diluted interest
Not for dissemination in the United States or for distribution to U.S. wire services
Vancouver, British Columbia, May 01, 2023 – Group Eleven Resources Corp. (the “Company”) (TSX.V:
ZNG; OTC: GRLVF; FRA: 3GE) is pleased to announce a non -brokered private placement (the “ Private
Placement”) of up to 11,111,111 units of the Company (each, a “Unit”) at a price of $ 0.09 per Unit for
gross proceeds of up to $1,000,000. All currency in this news release is denominated in Canadian dollars.
Each Unit will consist of one common share in the capital of the Company (a “Common Share”) and one-
half of one non-transferrable common share purchase warrant (each whole warrant, a “Warrant”). Each
Warrant will entitle the holder to purchase one additional common share in the capital of the Company
(a “Warrant Share”) for a period of 36 months from the dat e of issue at an exercise price of $0.15 per
Warrant Share.
The Private Placement will b e made available to subscribers pursuant to the accredited investor and
friends, family and business associate exemptions provided under sections 2.3(1) and 2.5 of National
Instrument 45-106 Prospectus Exemptions.
The Company expects to pay finder's fees in connection with the Private Placement to certain eligible
finders in the form of: (i) a cash commission of 6% of the gross proceeds raised under the Private
Placement from investors introduced to the Company by the finder; and (ii) the issuance of such number
of non-transferable common share purchase warrants of the Company (the “ Finder’s Warrants”) equal
to 6% of the Units issued under the Private Placement from investors introduced to the Company by the
finder.
The Company intends to use the proceeds from the Private Placement primarily for follow-up drilling on
the Company’s Ballywire zinc-lead-silver discovery at the PG West project (100%-interest) in Ireland, as
well as for general and administrative purposes. There may be circumstances, however, where, for sound
business reasons, a reallocation of funds may be necessary.
Michael Gentile currently holds 26,366,614 Common Shares and 6,508,333 Warrants, each Warrant
entitling Mr. Gentile to purchase one additional Common Share upon payment of additional consideration
to the Company. These Common Shares and Warrants represent approximately 16.66% of the Company’s
issued and outstanding Common Shares on an undiluted basis and approximately 19.95% of the
Company’s issued and outstanding Common Shares on a partially diluted basis. Mr. Gentile has agreed to
subscribe for up to 15% of the Private Placement which, in the event the Company issues the full
11,111,111 Units in the Private Placement, would result in Mr. Gentile subscribing for 1,638,889 Units for
aggregate cash consideration of $147,500. Following the completion of the Private Placement, Mr. Gentile
would beneficially own and control an aggregate of 28,005,503 Common Shares and 7,327,777 Warrants,
representing approximately 16. 53% of the Compan y’s issued and outstanding Common Shares on an
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undiluted basis and approximately 19.99% of the Company’s issued and outstanding Common Shares on
a partially diluted basis.
The Private Placement is subject to all necessary regulatory approvals including acceptance from the TSX
Venture Exchange. All securities issued in connection with the Private Placement will be subject to a four-
month hold period from the closing date under applicable Canadian securities laws, in addition to such
other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.
The ownership percentages of Common Shares described above are based on the Company having
158,301,502 Common Shares issued and outstanding as of the date of this news release and 169,412,613
Common Shares outstanding upon completion of the Private Placement.
About Group Eleven Resources
Group Eleven Resources Corp. (TSX.V: ZNG; OTC: GRLVF and FRA: 3GE) is a mineral exploration company
focused on advanced stage zinc exploration in Ireland. Additional information about the Company is
available at www.groupelevenresources.com.
ON BEHALF OF THE BOARD OF DIRECTORS
Bart Jaworski, P.Geo.
Chief Executive Officer
For more information, please contact:
Bart Jaworski, Chief Executive Officer or Jeannine Webb, Chief Financial Officer
E: [email protected] | T: +353-85-833-2463
E: [email protected] | T: 604-644-9514
Neither the 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.
Cautionary Note Regarding Forward-Looking Information
This release includes certain statements and information that may constitute forward-looking information
within the meaning of applicable Canadian securities laws. Forward -looking statements relate to future
events or future performance and reflect the exp ectations or beliefs of management of the Company
regarding future events. Generally, forward-looking statements and information can be identified by the
use of forward -looking terminology such as “intends” or “anticipates”, or variations of such words and
phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”.
This information and these statements, referred to herein as "forward‐looking statements", are not
historical facts, are made as of the date of thi s news release and include without limitation, statements
regarding discussions of future plans, estimates and forecasts and statements as to management's
expectations and intentions with respect to, among other things: the anticipated proceeds to be raise d
under the Private Placement ; the us e of any proceeds raised under the Private Placement ; and the
payment of finder’s fees in connection with the Private Placement.
These forward‐looking statements involve numerous risks and uncertainties and actual results might differ
materially from results suggested in any forward -looking statements. These risks and uncertainties
include, among other things: delays in obtaining or failures to obtain required regulatory approvals for the
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Private Placement; market uncertainty; and the inability of the Company to raise the anticipated proceeds
under the Private Placement.
In making the forward looking statements in this news release, the Company has applied several material
assumptions, including without limitation, that: the Company will obtain the required regulatory and TSX
Venture Exchange approvals for the Private Placement; the Company will be able to raise the anticipated
proceeds under the Private Placement; and the Company will use the proceeds of the Private Placement
as currently anticipated.
Although management of the Company has attempted to identify important factors that could cause
actual results to differ materially from those contained in forward-looking statements or forward-looking
information, there may be other factors that cause results not to be as anticipated, estimated or intended.
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 and forward -looking information. Readers are
cautioned that reliance on such information may not be appropriate for other purposes. The Company
does not undertake to update any forward-looking statement, forward-looking information or financial
out-look that are incorporated by reference herein, except in accordance with applicable securities laws.
We seek safe harbor.