VANCOUVER, Aug. 31, 2016 /CNW/ - Alternative Earth
Resources Inc. ("AER") (TSX.V: AER) is pleased to announce that
it has agreed on terms of a definitive and binding Share Exchange
Agreement dated August 31, 2016,
among AER, Black Sea Copper & Gold Corp.
("BSCG") and all of the securityholders of BSCG (the
"Agreement"), whereby AER will acquire all of the
outstanding securities of BSCG (the "Acquisition").
The Agreement has been executed by AER, BSCG and a substantial
majority of the BSCG securityholders, and is currently being
executed by the remaining securityholders of BSCG. AER
currently has approximately $1.6
million in net cash and no other assets.
BSCG is a non-reporting British
Columbia corporation that holds interests in various mineral
properties and license applications located in Eastern Europe, including Bulgaria, Serbia and Turkey. The principal property of BSCG is an
option to acquire 100% of the Alankoy copper-gold project located
in Turkey (the "Alankoy
Project").
Under the Agreement, AER will acquire all of the common shares
of BSCG in exchange for the issuance to the shareholders of BSCG of
a total of 23,190,002 common shares in the capital of AER, based
upon an exchange ratio of one AER share for each share of BSCG (the
"Exchange Ratio"). AER will also acquire all outstanding
options, warrants and convertible debt of BSCG in exchange for the
issue of replacement securities by AER based on the Exchange Ratio.
Concurrently with and as a condition of the Acquisition of BSCG,
AER will complete, on a post-Consolidation basis, a non-brokered
private placement of 7,500,000 units at a price of $0.20 per unit for gross proceeds of $1,500,000 (the "Financing"), with each
unit consisting of one (1) common share, and one (1) warrant to
purchase an additional common share exercisable for two (2) years
at a price of $0.35 per share. The
warrants will contain an acceleration provision providing AER the
right to give notice to accelerate the expiry date of the warrants
where the AER common shares trade for 10 consecutive days over
$0.60, and providing for an expiry
date that is 30 days from such notice. The Financing is subject to
an over allotment of up to 30% (up to 2,250,000 additional units).
AER may, in appropriate circumstances, pay finder's fees (cash and
warrants) in connection with the Financing.
To facilitate the Acquisition, immediately before closing of the
Acquisition, AER will consolidate its share capital on the basis of
1.24 existing common shares for each new share (the
"Consolidation"), such that its 13,066,059 common shares
outstanding before the Acquisition will be consolidated into
10,537,144 common shares on a post-Consolidation basis. After
completion of the Consolidation, the Acquisition and the Financing,
AER will have approximately 41.2 million shares outstanding. Upon
completion of the Acquisition, the directors and officers of AER
will be reconstituted to consist of Vince
Sorace as CEO and director, Gavin
Cooper as CFO and Jim Yates,
Rod McKeen and John Williamson as directors. The Acquisition
and the Financing will not result in a change of control of
AER.
The Acquisition, Consolidation and Financing are subject to the
acceptance of the TSX Venture Exchange (the "Exchange"). An
NI 43-101 compliant technical report on the Alankoy Project, and a
title opinion on the Alankoy Project have previously been filed
with the Exchange. The Agreement and the terms of the Acquisition
were negotiated at arm's length.
AER also announces its intention to grant, concurrently with
completion of the Acquisition and subject to regulatory approval,
an aggregate of 1,150,000 stock options to directors, officers and
consultants at $0.20 for a period of
5 years.
Further information concerning the progress of the
Acquisition and the Financing will be disclosed
in due course. Take note that the Acquisition contemplated by the
Agreement is subject to numerous conditions, and there is no
certainty that will be completed on the schedule, or in accordance
with the terms described in this News Release, or at all.
Accordingly, investors should use caution when trading in the
securities of AER.
Forward Looking Statements: This news release contains
forward looking statements that are subject to a number of known
and unknown risks, uncertainties and other factors that may cause
actual results to differ materially from those anticipated in our
forward looking statements. Forward-looking statements in this
release include statements regarding the timing and completion of
the Financing and closing of the Acquisition. Factors that could
cause such differences include: the Financing and the Acquisition
may not be completed for any reason whatsoever, including that the
regulators may not approve them, changes in world commodity
markets, equity markets, costs and supply of materials relevant to
the mining industry, change in government and changes to
regulations affecting the mining industry. In addition to other
factors and assumptions which may be identified in this press
release, assumptions have been made regarding and are implicit in,
among other things, the timely receipt of any required regulatory
approvals. Although we believe the expectations reflected in our
forward looking statements are reasonable, results may vary, and we
cannot guarantee future results, levels of activity, performance or
achievements.
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.
SOURCE Alternative Earth Resources Inc.
