Belvedere Resources Ltd.: Proposed Private Placement and Share Consolidation
25 December 2013 - 12:08AM
Marketwired
Belvedere Resources Ltd.: Proposed Private Placement and Share
Consolidation
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Dec 24, 2013) -
Belvedere Resources Ltd. (TSX-VENTURE:BEL) ("Belvedere") announces
that it is proposing to undertake a non brokered private placement
to raise up to C$ 1.0 million through the issuance of up to
66,666,667 common shares of Belvedere at a price of C$ 0.015 per
share on a best efforts basis. In addition, the directors of
Belvedere are proposing that after the private placement Belvedere
consolidate its issued and outstanding common shares at a rate of
nine pre-consolidation shares to one post-consolidation share and
intend to convene a special meeting of shareholders of Belvedere
for purposes of considering a resolution to approve such proposed
consolidation. The directors intend that such special meeting will
be convened and held by the end of February, 2014, and that, if the
consolidation is approved, the board of directors currently intends
to implement the consolidation as soon as practicable following the
approval of the consolidation by the shareholders and the TSX
Venture Exchange. Belvedere currently has 151,812,291 common shares
issued and outstanding. If the share consolidation is approved and
completed, that would result in there being approximately
24,275,440 common shares issued and outstanding, assuming that
66,666,667 pre-consolidation shares are issued under the private
placement. Belvedere does not anticipate that its name will be
changed in conjunction with the consolidation.
Management and the directors of Belvedere believe that the
proposed consolidation is in the best interests of Belvedere and
its shareholders and is necessary in order to provide Belvedere
with an authorized share capital structure that will position the
company to better attract equity financing.
The net proceeds from the private placement will be applied to
the general working capital of the Company and to develop mineral
assets.
Directors and officers of Belvedere may acquire securities under
the private placement. Any such participation would be considered a
related party transaction as defined under Multilateral Instrument
61‐101 ("MI 61‐101"). The transaction will be exempt from the
formal valuation and minority shareholder approval requirements of
MI 61‐101 provided that neither the fair market value of any
securities issued to or the consideration paid by such persons will
exceed 25% of Belvedere's market capitalization, which is
anticipated to be the case.
The private placement and proposed consolidation are each
subject to acceptance and approval by the TSX Venture Exchange.
BELVEDERE RESOURCES LTD.
David Pym, CEO
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
Belvedere Resources Ltd.David PymCEO+1-604-844-2838Belvedere
Resources Ltd.Steven
CuthillCFO+1-604-513-0007www.belvedere-resources.com
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