/THIS PRESS RELEASE IS NOT FOR DISTRIBUTION TO
THE UNITED STATES NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES/
TSX VENTURE: GBE
VANCOUVER, May 16, 2018 /CNW/ - Goldbelt Empires Limited
(TSX VENTURE:GBE) (the "Company" or "Goldbelt Empires") is pleased
to announce that it has closed a non-brokered private placement of
12% unsecured convertible debentures (the "Debentures") in the
aggregate principal amount of USD$480,000 (the "Offering"). Proceeds of
the Offering will be used to complete the previously announced
business combination with Integrated Compliance Solutions, LLC (the
"Transaction") and for general corporate purposes.
The Debentures have a one-year term, bear interest at the rate
of 12% per annum payable May 15, 2019 (the "Maturity Date")
and are convertible as described herein into ordinary shares of the
Company ("Ordinary Shares") at a price of $0.35 per post-consolidated share (the
"Conversion Price"). The Debentures will automatically convert into
Ordinary Shares at the Conversion Price immediately prior to the
completion of the Transaction provided the Transaction occurs
before the Maturity Date.
In connection with the Offering, the Company entered into a
finder's fee agreement with Canaccord Genuity Corp. ("Canaccord").
In consideration for services provided in connection with the
Offering, Canaccord received a cash fee equal to 8% of the
principal amount of Debentures and Ordinary Share purchase warrants
("Finder Warrants") equal to 8% of the principal amount of
Debentures. Each Finder Warrant entitles the holder to acquire one
Ordinary Share at a price of $0.35
per post-consolidated share for a period of 12 month form the date
such Finder Warrants were issued.
All securities issued in connection with the Offering will be
subject to a hold period of four months and one day from the date
of closing.
About Goldbelt Empires
Goldbelt Empires is a gold explorer focused on the West African
Goldbelt, listed on the TSX Venture Exchange. For more
information also go to the Company's web site
www.goldbeltempires.com. For more information on the business
and property of the Company, readers are referred to the Company's
Final Prospectus dated September 22,
2015, available at the Company's SEDAR profile at
www.SEDAR.com.
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 press release.
This news release includes certain statements that may be deemed
"forward-looking statements" within the meaning of applicable
Canadian securities legislation. Specifically, this news release
includes, but is not limited to, forward-looking statements with
respect to the completion of the Transaction, the conversion of the
Debentures and the use of proceeds. Generally, forward-looking
statements can be identified by the forward-looking terminology
such as "plans", "expects", "anticipates", "believes" and similar
expressions and statements related to matters that are not
historical facts. Forward-looking statements are subject to known
and unknown risks, uncertainties and other factors that may cause
the actual results, level of activity, performance or achievements
of the Company to be materially different from those expressed or
implied by such forward-looking statements, including but not
limited to: risks associated with general economic conditions, loss
of markets, inability to obtain regulatory approvals and other
regulatory matters. Although the Company has attempted to identify
important factors that could cause results to differ materially
from those contained in forward-looking statements, there may be
other factors that cause results to be materially different from
those anticipated, described, estimated, assessed or intended.
There can be no assurance that any forward-looking statements will
prove 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. The Company does not undertake to update any
forward-looking statements that are incorporated by reference
herein, except in accordance with applicable securities laws.
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.
Not for distribution to U.S. Newswire Services or for
dissemination in the United States of
America.
SOURCE Goldbelt Empires Limited
