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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
info@aberesources.ca.
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
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.