Mr. Frederic Leigh reports
ESV RESOURCES ANNOUNCES CLOSING OF CONCURRENT EQUITY FINANCING IN CONNECTION WITH CHANGE OF BUSINESS AND REVERSE-TAKEOVER TRANSACTION
The non-brokered private placement in ESV Resources Ltd. target 1255269 B.C. Ltd. of 18,675,053 subscription receipts at 45 cents per receipt for gross proceeds of $8,403,774 has closed. As previously announced on Sept. 24, 2020, the concurrent financing is a condition to the company acquiring all of the outstanding share capital of the Guia Antigua vendor, which controls the Guia Antigua project, and the expected concurrent acquisition of the Zancudo project from Gran Colombia Gold Corp. Both projects are located in historic mining districts in Colombia.
The proceeds of the concurrent financing will be held in escrow pending the company receiving all applicable regulatory approvals and completing the Guia Antigua acquisition. Upon satisfaction of the escrow release conditions, immediately prior to completion of the Guia Antigua acquisition, each subscription receipt will automatically convert into one common share of the Guia Antigua vendor for no additional consideration and will be exchanged for common shares of the company on a one-for-one basis. If the Guia Antigua acquisition is not completed on or before Feb. 28, 2021, the proceeds of the concurrent financing will be returned to the subscribers. Upon conversion of the subscription receipts, finders' fees of 6 per cent will be payable to certain arm's-length parties who introduce subscribers to the concurrent financing.
It is anticipated that the proceeds from the concurrent financing will be utilized principally to undertake an exploration program at the Guia Antigua project, for the general and administrative expenses of the company, and for the purposes of identifying and conducting due diligence in respect of additional project acquisitions.
Completion of the Guia Antigua acquisition, and the Zancudo acquisition, are subject to a number of conditions, including, but not limited to, exchange acceptance and shareholder approval, if applicable. The acquisitions cannot be completed until such approvals are obtained. There can be no assurance that the acquisitions will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the acquisitions, any information released or received with respect to the acquisitions may not be accurate or complete and should not be relied upon. Trading in the securities of the company should be considered highly speculative.
We seek Safe Harbor.
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