VANCOUVER, BC, July 30, 2020 /CNW/ - Group Eleven Resources
Corp. (TSX.V: ZNG) (OTC: GRLVF) (FRA: 3GE) ("Group Eleven"
or the "Company") is pleased to announce the closing of its
non-brokered private placement (the "Offering"), initially
announced on July 9, 2020 and
subsequently increased on July 21,
2020, for total proceeds of $1,550,000 for the issuance 25,833,333 units at a
price of $0.06 per unit. All currency
is denominated in Canadian dollars.
Each unit consisted of one common share and one half
non-transferable common share purchase warrant. Each warrant will
entitle the holder thereof to purchase one additional common share
in the capital of the Company at $0.12 per share for 36 months from the date of
issue.
Proceeds from the Offering will be used to fund exploration,
including follow-up drilling at the Company's recently discovered
zinc-lead zone near Carrickittle in Ireland, as well as for general and
administrative purposes. The Offering is subject to regulatory
approval and all securities to be issued pursuant to the financing
are subject to a hold period under applicable Canadian securities
legislation that expires four months and one day after the closing
date of the Offering.
Finder's fees of $23,685 are
payable in cash on a portion of the private placement to parties at
arm's length to the Company. In addition, 394,758 non-transferable
finder's warrants are being issued (the "Finder's
Warrants"). Each Finder's Warrant entitles a finder to purchase
one common share at a price of $0.12
per share for three years from the date of issue.
Pursuant to a subscription agreement with the Company, Mr.
Michael Gentile subscribed for
10,000,000 units of the Offering, for gross proceeds of
$600,000. Immediately prior to
entering into the subscription agreement, Mr. Gentile had ownership
and control of 265,333 common shares, representing less than one
percent off the issued and outstanding common shares. Upon
completion of the Offering Mr. Gentile's ownership and control of
in the Company increased to 10,265,333 common shares and 5,000,000
common share purchase warrants, representing 9.0% of the
outstanding common shares (on a non-diluted basis), and 12.8% on a
partially diluted basis following completion of the Offering.
Certain information in this news release is provided by Mr.
Gentile in satisfaction of the early warning requirements of
National Instrument 62-104 - Take-Over Bids and Issuer Bids. Mr.
Gentile has advised that his purchase of shares and warrants was
completed for investment purposes. Mr. Gentile may, depending on
market and other conditions, or as future circumstances may
dictate, from time to time, on an individual or joint basis,
increase or dispose of some or all of the existing or additional
securities he holds or will hold, or may continue to hold. In the
future, Mr. Gentile, will evaluate his investment in the
Corporation from time to time and may, based on such evaluation and
the market conditions and other circumstances, increase or decrease
his security holdings through market transactions, private
agreements, or otherwise.
Mr. Gentile's address is 305 Avenue Brock N., Montreal-West,
Quebec, Canada, H4X 2G4. An early
warning report in respect of entering into the subscription
agreement will be filed under the Company's profile on SEDAR at
www.sedar.com, and may also be obtained from Mr. Gentile by
contacting Michael Gentile at phone
number 514-591-4227.
Pursuant to its existing rights to maintain a pro rata position
in the Company, Glencore Canada Corporation
("Glencore") has entered into a subscription agreement
with the Company where it has subscribed for 6,825,900 units of the
Offering, for gross proceeds of $409,554. Immediately prior to entering into the
subscription agreement, Glencore had ownership and control of
23,400,000 common shares and 11,700,000 warrants to purchase common
shares, representing beneficial ownership and control of 26.4% of
the outstanding common shares on a non-diluted basis, or 35.0% on a
partially diluted basis. Upon completion of the Offering,
Glencore's ownership and control in the Company increased to
30,225,900 common shares and 15,112,950 common share purchase
warrants, representing beneficial ownership of and control of 26.4%
of the outstanding common shares (on a non-diluted basis), and
35.0% on a partially diluted basis following completion of the
Offering.
Glencore is a "related party" of the Company within the meaning
of that term defined in Multilateral Instrument 61-101 - Protection
of Minority Shareholders in Special Transactions ("MI
61-101") as it currently owns more than 10% of the outstanding
common shares on both a non-diluted and partially diluted basis,
and the Offering is a "related party transaction" within the
meaning of MI 61-101. The Company is relying on the exemptions from
the formal valuation requirement set out in section 5.5(c) and the
minority approval requirement set out in section 5.7(1)(b) of MI
61- 101. The Company expects it will file a material change report
less than 21 days before the expected closing date of the Offering.
The Company believes this shorter period is reasonable and
necessary in the circumstances to take advantage of available
financing opportunities and address an immediate need for
financing.
The ownership percentages of common shares described above are
based on the Company having 114,392,837 common shares outstanding
upon completion of the Offering.
Certain information in this news release is provided by Glencore
in satisfaction of the early warning requirements of National
Instrument 62-104 - Take-Over Bids and Issuer Bids. Glencore has
advised the Company it is acquiring the units for investment
purposes and that it will continue to monitor the business,
prospects, financial condition and potential capital requirements
of the Company. Depending on its evaluation of these and other
factors, Glencore has advised it may from time to time in the
future increase or decrease its direct or indirect ownership,
control or direction over securities of the Company through market
transactions, private agreements, subscriptions from treasury or
otherwise.
Glencore's address is 100 King Street West, Suite 6900, P.O. Box
403, Toronto, Ontario, Canada, M5X
1E3. An early warning report in respect of entering into the
subscription agreement will be filed under the Company's profile on
SEDAR at www.sedar.com, and may also be obtained from Glencore by
contacting Alexis Segal at +1 514
239-2520.
About Group Eleven Resources
Group Eleven Resources Corp. (TSX.V: ZNG; OTC: GRLVF and FRA:
3GE) is a mineral exploration company focused on advanced stage
zinc exploration in the Republic of
Ireland.
Additional information about the Company is available at
www.groupelevenresources.com.
ON BEHALF OF THE BOARD OF DIRECTORS
"Bart Jaworski"
Bart Jaworski, P.Geo.
Chief Executive Officer
Cautionary Note Regarding Forward-Looking Information
This press release contains forward-looking statements within
the meaning of applicable securities legislation. Such statements
include, without limitation, statements regarding the expected use
of proceeds, future results of operations, performance and
achievements of the Company, including the timing, content, cost
and results of proposed work programs, the discovery and
delineation of mineral deposits/resources/ reserves and geological
interpretations. Although the Company believes that such statements
are reasonable, it can give no assurance that such expectations
will prove to be correct. Forward-looking statements are typically
identified by words such as: believe, expect, anticipate, intend,
estimate, postulate and similar expressions, or are those, which,
by their nature, refer to future events. The Company cautions
investors that any forward-looking statements by the Company are
not guarantees of future results or performance, and that actual
results may differ materially from those in forward looking
statements as a result of various factors, including, but not
limited to, variations in the nature, quality and quantity of any
mineral deposits that may be located. All of the Company's public
disclosure filings may be accessed via www.sedar.com and readers
are urged to review these materials, including the technical
reports filed with respect to the Company's mineral properties.
SOURCE Group Eleven Resources Corp.
