Group Eleven Closes its Previously Announced Non-Brokered Private Placement of $1,500,000; Michael Gentile Maintaining 19.99% Partially Diluted Interest
Group Eleven Closes its Previously Announced Non-Brokered Private
Placement of $1,500,000; Michael Gentile Maintaining 19.99%
Partially Diluted Interest
Not for dissemination in the United States or for distribution to U.S. wire services
Vancouver, British Columbia, May 26, 2023 – Group Eleven Resources Corp. (the “Company”) (TSX.V:
ZNG; OTC: GRLVF; FRA: 3GE) is pleased to announce that it has closed its non-brokered private placement
(the “Private Placement”), as previously announced in the Company’s news releases dated May 1, 2023
and May 2, 2023.
In connection with the Private Placement, the Company issued 16,666,666 units (each, a “Unit”) at a price
of $0.09 per Unit for aggregate gross proceeds of approximatel y $1,500,000. Each Unit consists of one
common share in the capital of the Company (a “Common Share”) and one-half of one non-transferable
Common Shares purchase warrant (each whole warrant, a “ Warrant”). Each Warrant is exercisable into
one Common Share a t a price of $0.15 per Common Share for a period of 36 months from the date of
issuance. All currency in this news release is denominated in Canadian dollars.
In connection with the Private Placement, the Company issued 102,600 finder’s warrants (the “Finder’s
Warrants”) and paid cash commissions of $ 9,234 to certain arm’s length finders (the “Finders”). Each
Finder’s Warrant entitles the Finder, on exercise the reof, to acquire one additional Common Share at a
price of $0.09 per Common Share for a period of 36 months from the date of issuance.
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.
Prior to closing of the Private Placement, Michael Gentile held 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 ed
approximately 16.66% of the Company’s then-issued and outstanding Common Shares on an undiluted
basis and approximately 19.95% of the Company’s then-issued and outstanding Common Shares on a
partially diluted basis. Pursuant to the Private Placement, Mr. Gentile acquired an additional 2,432,888
Units for aggregate cash consideration of approximately $218,960. Following the completion of the
Private Placement, Mr. Gentile beneficially own s and control s an aggrega te of 28, 799,502 Common
Shares and 7, 724,777 Warrants, representing approximately 16. 46% of the Company’s issued and
outstanding Common Shares on an 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, including those issued
to the Finders, 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.
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The ownership percentages of Common Shares described above are based on the Company having
158,301,502 Common Shares issued and outstanding prior to the completion of the Private Placement,
and 174,968,168 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 expectations or beliefs of management of the Compa ny
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 this 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 use of any proceeds raised under 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
Private Placement; and market uncertainty.
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 ; 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
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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.