VANCOUVER, BC, Jan. 11, 2021 /CNW/ - Group Eleven Resources
Corp. (TSX.V: ZNG) (OTC: GRLVF) (FRA: 3GE) ("Group Eleven"
or the "Company") is pleased to announce the closing of the
second and final tranche of a non-brokered private placement (the
"Offering") through the issuance of 11,492,384 shares at a
subscription price of $0.065 per
share for aggregate gross proceeds to the Company of $747,005. All currency is denominated in Canadian
dollars.
Proceeds from the Offering will be used to fund further mineral
exploration on the Company's projects in Ireland, including drilling at the Company's
Carrickittle zinc-lead prospect, as well as, 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.
The Company issued 323,686 non-transferable finder's warrants
(the "Finder's Warrants") related to a portion of the private
placement to parties at arm's length to the Company. Each Finder's
Warrant entitles a finder to purchase one common share at a price
of $0.065 per share for two years
from the date of issue.
Pursuant to its existing rights to maintain a pro rata position
in the Company, Glencore Canada Corporation ("Glencore")
subscribed for 6,097,615 shares of the Offering, for gross proceeds
of $396,345. Immediately prior to
completion of the Offering, including Tranche 1 as announced on
December 30, 2020, Glencore had
ownership and control of 30,225,900 common shares and 15,112,950
warrants to purchase common shares, representing beneficial
ownership and control of 26.42% of the outstanding common shares on
a non-diluted basis, or 35.01% on a partially diluted basis. Upon
completion of the Offering, Glencore's ownership and control in the
Company increased to 36,323,515 common shares and 15,112,950 common
share purchase warrants, representing beneficial ownership of and
control of 26.42% of the outstanding common shares (on a
non-diluted basis), and 33.71% 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 on the basis
the Offering is a distribution of the Company's securities for cash
consideration, and neither the Company, nor to the knowledge of the
Company after reasonable inquiry, Glencore, had knowledge of any
material information concerning the Company or the securities of
the Company that was not generally disclosed at the time at which
the Offering was agreed between the parties, and neither the fair
market value of the securities to be distributed to Glencore nor
the consideration received by the Company for those securities from
Glencore exceeds $2,500,000. 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 shares outstanding prior to
completion of the Offering and 137,469,837 shares outstanding
thereafter.
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, or may in the future develop plans or intentions
relating to any of the other actions listed in (a) through (k) of
National Instrument 62-103F1- Required Disclosure Under the
Early Warning Requirements.
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.
