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TSX VENTURE: GBE
VANCOUVER, May 30, 2018 /CNW/ - Goldbelt Empires Limited
(TSX VENTURE:GBE) (the "Company" or "Goldbelt Empires") further to
its press release dated May 16, 2018,
the Company is pleased to announce that it has closed the second
and final tranche (the "Second Tranche") of its non-brokered
private placement (the "Offering") of 12% unsecured convertible
debentures (the "Debentures"). The Company also announces
changes to management and board, and its upcoming General
Meeting.
Debentures
Under the Second Tranche the Company issued Debentures in the
principal amount of USD$129,500. The
total gross proceeds raised under the Offering amount to, in the
aggregate, USD$500,000 (the
"Proceeds"). The 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 issued in the Second Tranche have a one-year
term, bear interest at the rate of 12% per annum payable
May 29, 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.
James Varanese, Chairman and a
director of the Company, invested US$100,000 in the Second Tranche. Mr. Varanese's
participation in the Second Tranche constitutes a "related party
transaction" within the meaning of Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special
Transactions ("MI 61-101") as Mr. Varanese is a director of the
Company. The Company is relying on the "Fair Market Value Not More
Than 25% of Market Capitalization" exemption from the formal
valuation requirement and minority approval requirement under MI
61-101 based on the fair market value of the Debentures purchased
by Mr. Varanese being less 25% of the Company's market
capitalization.
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 from 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.
Changes to the Company's Management and Board
On May 25, 2018 Marc Bamber
resigned as CEO, and Ian Harris was
appointed interim CEO. On May 25,
2018 Marc Bamber and Philipp
Koether resigned as directors of the Company.
James Varanese, Chairman
expressed his gratitude for the service of Messrs. Bamber and
Koether: "Marc and Philipp have served on the board for a
number of years and we are indebted to them for their
service. Marc has acted as interim CFO as well as CEO, and
served admirably in bringing the Company to the cusp of its
exciting transaction with Integrated Compliance Solutions ("ICS"),
and we are grateful for his leadership."
General Meeting
A general meeting of the Company's shareholders is scheduled for
June 26, 2018, and the Company
expects that additional directors will be elected to the Company's
board of directors at such meeting.
Marc Bamber, outgoing CEO,
stated: "I believe the Company is well positioned, having
entered into its arrangement with ICS, and now closing the
convertible funding and setting the General Meeting, enhancing
shareholder value going forward."
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, the use of Proceeds, the Company's go-forward
management team and board of directors and the Company's general
meeting of shareholders. 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.
SOURCE Goldbelt Empires Limited
