Vancouver, British Columbia – (Newsfile Corp. – November 19, 2021) – eShippers Management Ltd. (TSXV: EPX.H) (“eShippers“) would like to provide further information regarding its arm’s length reverse takeover transaction (the”RTO“) involving eShippers and ISON Mining Pte Ltd. (“IS ON“).
ISON recently provided updated financial information to eShippers and the following table shows selected financial information for ISON for the six-month period ended June 30, 2021 and for the last two fiscal years ended December 31, 2020 and December 31, 2019 This selected financial information has been prepared using accounting policies in accordance with IFRS published by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee. The amounts shown below are presented in US dollars.
|For the semester ended June 30, 2021
US DOLLARS $
|At the end of the year
December 31, 2020
US DOLLARS $
|At the end of the year
December 31, 2019
US DOLLARS $
|Total income||$ nil||$ nil||$ nil|
|Operating loss||$ 147,370||$ 159,474||$ 252,652|
|Loss and overall loss||$ 147,370||$ 291,207||$ 252,652|
|Total assets||$ 505,105||$ 11,613||$ 131,881|
|Total responsibilities||$ 261,801||$ 170,939||$ 515,613|
|Equity (shortfall)||$ 243,304||($ 159,326)||($ 383,732)|
As a condition of achieving the RTO, the newly reconstituted Board of Directors will need to appoint a new CFO. eShippers is pleased to announce that Mr. William Tsang is expected to be appointed CFO along with the close of RTO. Mr. Tsang is a Chartered Professional Accountant with a Bachelor of Commerce degree from the University of British Columbia and has over 10 years of financial accounting and auditing experience in the exploration and mining industry. mining. He has worked in public practice providing professional services and advice to publicly traded companies on the NYSE, TSX-V and OTC markets on various public information services, such as eligible reverse takeover trades, mergers and acquisitions and financing transactions. Mr. Tsang was CFO of Atico Mining Corporation and Metalla Royalty & Streaming Ltd. and now holds the position of CFO at Nova Royalty Corp.
As previously announced, ISON is a private company existing under the laws of Singapore. ISON is the 100% owner of ISON do Brasil Mineracão Ltda. (“ISON from Brazil“) which has acquired 100% of the mining processes and rights to its Novo Mundo and Buracão gold projects (the”Projects“) under definitive acquisition agreements. The Novo Mundo Gold Project comprises three mineral rights and processes and comprises 16,735 ha located in the Municipality of Novo Mundo in the State of Mato Grosso, Brazil. The Buracão Gold Project comprises two mining processes and rights is composed of 3,995 Ha located on the border between the states of Tocantins and Goiás, Brazil. ISON do Brasil has now successfully won the rights to acquire four additional mining processes under a recently concluded series of auctions held by the Brazilian National Mining Agency (the “ANMThese additional exploration properties will increase ISON’s total land position in Brazil by 63% to 33,850 ha. The 8,701 ha area located in the very promising gold province of Alta Floresta, the same region where ISON do Brasil has its Novo Mundo Gold Project. This mineral process was historically explored by Mineração Santa Elina until 2010, which included mapping, soil and rock geochemistry, trenching, geophysics and diamond drilling . ISON is in the process of requesting historical data from ANM and will provide an update when historical results have been validated. The other three mining processes would represent ISON’s entry into the state of Pernambuco. The mining processes are located in a region where other companies are present including Vale SA, Codelco, Nexa and Bemisa.
In order to retain its rights to the four additional mining processes, ISON must make an aggregate payment of approximately US $ 118,400 to ANM by December 1, 2021. In order to be able to fund this payment and other operational expenses in pending completion of the RTO, ISON arranged a loan of US $ 150,000 (the “To lend“) from the eShippers. ISON will pay simple interest on the principal amount of the Loan at an annual interest rate of 5%, calculated monthly in arrears and continuing until the due date. The Loan must be repaid. no later than March 31, 2022, provided however that if the RTO has not been completed by March 31, 2022, then the due date will be extended until May 31, 2022. As support for all the debts and responsibilities of ISON to eShippers, each of ISON do Brasil and Resmin Pte Ltd. (“Resmin“) will provide corporate guarantees for the loan. In addition, Resmin will provide a general guarantee contract to eShippers with first rank security interest in all property and tangible and intangible assets of Resmin. The assets of Resmin include, among others , the ownership of 36,311,500 ordinary shares of ISON, representing approximately 61.2% of the issued and outstanding shares of ISON’s capital. The provision of the Loan remains subject to the satisfaction of certain conditions precedent, in particular the approval of the TSX Venture Exchange and the delivery of all loan documents in a form satisfactory to the eShippers, acting reasonably.
In addition to the loan, as previously announced, eShippers will undertake a non-brokered private placement of up to 4,285,714 eShippers units at a post-Consolidation price of $ 0.35 per unit for gross proceeds of up to 1,500,000. $ (the “Simultaneous fundingConcurrent funding is expected to occur at the same time as or immediately prior to the closing of the RTO. Each unit will consist of one eShippers common share and one-half warrant. Each entire warrant may be exercised to acquire one common share at an exercise price of $ 0.50 for a period of 24 months from the date of issue; provided, however, that if, after the closing date of the RTO, the price volume-weighted average of common shares on the TSX Venture Exchange the exchange is equal to or greater than $ 0.75 for any period of 10 consecutive trading days, the resulting issuer may, upon written notification to the holders of the warrants advance the expiration date of the warrants to the date that falls 30 days after the eShippers may pay research fees in cash of up to 7% of the gross proceeds collected under simultaneous funding to eligible parties , all conf in accordance with the policies of the Stock Exchange.
Further details on the RTO, including further details on the activities of ISON and the resulting issuer, will be provided in subsequent press releases required by the Exchange, along with a filing statement from the eShippers to be prepared and filed with respect to RTO.
All information in this press release regarding eShippers and ISON has been provided for inclusion herein by the respective parties and each party and its directors and officers have relied on the other party for any information regarding the other party.
Trading in eShippers common stock has been halted and will not resume until the end of the RTO. The publication of the Final Bulletin of the Exchange and the resumption of trading of the resulting Issuer’s shares on the Exchange remain subject to the completion of the usual deposits required by the policies of the Exchange.
Completion of the RTO is subject to a number of conditions including, but not limited to, Exchange acceptance and, where applicable, in accordance with Exchange requirements, majority shareholder approval. minority. If so, the RTO cannot close until the required shareholder approval has been obtained. There can be no assurance that the RTO will be completed as proposed or not at all.
Investors are cautioned that, unless otherwise specified in the management information circular or filing statement to be prepared under the RTO, any information disclosed or received relating to the RTO may not be accurate or complete and should not be be invoked. Trading in the securities of eShippers should be regarded as highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed RTO and has neither approved nor disapproved the contents of this press release.
For more information, please contact Leah Hodges, Corporate Secretary of eShippers, by email at [email protected] or by phone at (604) 377-0403.
Notice on forward-looking information
The information contained in this press release contains forward-looking statements. These statements reflect management’s current estimates, beliefs, intentions and expectations regarding the future, including, but not limited to, eShippers’ completion of RTO, concurrent funding and related transactions, proposed directors and officers. of the resulting issuer, the conditions have been met for the completion of the RTO, the filing of the eShippers’ statement of deposit and the resumption of trading. Such statements are not guarantees of future performance. They are subject to risks and uncertainties that could cause actual results, performance or developments to differ materially from those contained in the statements, including risks related to factors beyond the control of the eShippers. These factors include, but are not limited to: corporate approvals required from directors and shareholders of the parties may not be obtained; the Exchange may not approve the RTO; sufficient funds may not be available or raised as a result of simultaneous funding; and other risks customary in transactions of this nature. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do, what benefits the eShippers will derive from them. Except as required by applicable securities legislation, eShippers assumes no obligation to publicly update or revise forward-looking information.
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.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/104496