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VAL-D'OR, QC, May 12, 2017 /CNW Telbec/ - ABE Resources
Inc. (TSXV: ABE) (the "Company" or "ABE") is pleased
to announce the closing of its acquisition (the
"Acquisition") of all of the issued and outstanding shares
of Pioneer Resources Inc. ("Pioneer"), a related debt
settlement transaction (the "Debt Settlement"), and a
non-brokered private placement of 45,000,000 units of ABE (the
"Units") at a price of $0.05
per Unit for aggregate gross proceeds of $2,250,000 (the "Private Placement"). In
connection with the Private Placement, the Company also completed a
2:1 consolidation of its issued and outstanding securities (the
"Consolidation"). Effective as of the opening of markets on
May 12, 2017, the issued and
outstanding common shares of ABE will commence trading on the TSX
Venture Exchange (the "Exchange") on the basis of one
post-Consolidation common share (a "Share") for every two
pre-Consolidation common shares held.
Acquisition
Pursuant to the terms and conditions of a share exchange
agreement entered into between ABE, Pioneer, and the shareholders
of Pioneer, dated May 11, 2017, an
aggregate of 5,500,000 Shares were issued to the Pioneer
shareholders, at a deemed price of $0.05 per Share, in exchange for all of the
issued and outstanding common shares in the share capital of
Pioneer (the "Pioneer Shares").
Debt Settlement
In connection with the Acquisition, the Company issued an
additional 2,918,080 Shares at a deemed price of $0.05 per Share to settle $145,904 in outstanding indebtedness of Pioneer
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 were issued
pursuant to the Acquisition and the Debt Settlement.
Private Placement
Each Unit sold under the private placement consists of one Share
and one Share purchase warrant (a "Warrant"), with each
Warrant entitling the holder thereof to acquire one Share at an
exercise price of $0.15 per Share for
a period of 24 months.
In connection with the Private Placement, the Company paid a
finder's fee to certain registered dealers in respect of purchasers
introduced to the Company. The finder's fee consisted of a cash
payment equal to 6% of the gross proceeds from Units sold through
the finders.
The proceeds of the Private Placement will be used to pay the
costs of the transactions described in this news release
(collectively, the "Transactions") and to carry out
exploration work on Pioneer's mining properties, which consist of
approximately 200 map-designated claims totaling 10,635.08 hectares
known as the Dôme Lemieux
property, located near the town of Ste-Anne-des Monts, in the province of
Quebec.
A technical report in respect of the Dôme Lemieux property prepared in accordance with
Regulation 43-101 respecting Standards of Disclosure for Mineral
Projects (Quebec) has been
filed and is available under ABE's profile on SEDAR at
www.sedar.com.
Consolidation
The number of issued and outstanding securities of ABE after
giving effect to the Private Placement, the Acquisition, and the
Debt Settlement, on a pre-Consolidation basis, consists of
118,947,140 common shares, 92,000,000 common share purchase
warrants, and 550,000 incentive stock options. On a
post-Consolidation basis, the Company has 59,473,570 Shares,
46,000,000 Share purchase warrants, and 275,000 incentive
stock options outstanding.
The new CUSIP number for the Shares is 00288T208 and the new
ISIN is CA00288T2083.
A letter of transmittal in respect of the Consolidation was
mailed to registered shareholders of the Company in December 2016. All registered shareholders of ABE
with physical certificates should send their respective
certificates representing pre-Consolidation common shares along
with a completed letter of transmittal to the Company's registrar
and transfer agent, Computershare Investor Services Inc.
("Computershare"), in accordance with the instructions
provided in the letter of transmittal. Additional copies of the
letter of transmittal can be obtained through Computershare
(Corporate Actions: 1-800-564-6253). All shareholders who submit a
duly completed letter of transmittal along with their respective
pre-Consolidation common share certificate(s) to Computershare will
receive a post-Consolidation share certificate or Direct
Registration System (DRS) Advice, as applicable.
Fractional Shares will not be issued to shareholders. Where the
Consolidation would otherwise result in a shareholder being
entitled to a fractional Share, the number of Shares issued to such
shareholder shall be rounded up to the next greater whole number of
Shares if the fractional entitlement is equal to or greater than
0.5 and shall be rounded down to the next lesser whole number of
Shares if the fractional entitlement is less than 0.5. In
calculating such fractional interests, all pre-Consolidation common
shares registered in the name of, or beneficially held by, the
respective holder or its nominee shall be aggregated.
Election of Victor
Cantore
Mr. Victor Cantore, the President
of Pioneer, was elected as director of ABE subject to, and
effective upon, completion of the Acquisition at the annual general
and special meeting of the Company's shareholders held on
December 22, 2016.
Mr. Cantore began his investment career in 1992 as an advisor
for Tasse & Associates. In 1993 he moved to RBC Dominion
Securities, one of the largest brokerage firms in Canada. Since 1999, Mr. Cantore has worked
with both public and private companies organizing and structuring
financings mainly in the resources and high tech sector. He has
held directorships on the boards of directors of various private
and public companies, including Amex Exploration Inc., Margaux Red
Capital Inc., and Nitinat Minerals Corporation.
The Shares and Warrants comprising the Units (collectively, the
"Securities") and the Shares issued pursuant to the
Acquisition and the Debt Settlement are subject to a hold period of
four months and one day from their date of issuance under
applicable Canadian securities laws.
The Securities have not been, nor will they be, registered under
the United States Securities Act of 1933, as amended, or state
securities laws, and may not be offered or sold in the United States or to, or for the account or
the benefit of, U.S. persons, absent such registration or an
exemption therefrom.
The Acquisition, the Debt Settlement, and the Private Placement
remain subject to the final approval of the Exchange.
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
www.aberesources.ca or contact us at info@aberesources.ca.
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.