Vancouver, British Columbia, January 25, 2017. East Asia Minerals Corporation (“East Asia” or the “Company”), (TSXV:EAS) (the “Company”) announces that it has arranged capital funding through two offerings. The first offering will raise $940,000 from the sale of 94,000,000 units at $0.01 per unit, where each unit is comprised of a common share and one-half of one share purchase warrant. One whole share purchase warrant can be exercised for the purchase of one common share at the price of $0.05 per common share.
After the close of the first offering, the Company will call a special meeting of the shareholders who will be asked to approve a share consolidation on a basis of ten (10) old shares for one (1) new share (the “Consolidation”) for a term of 5 years.
Conditional upon completion of the first offering resulting in minimum gross proceeds of $800,000, the Company will complete a change of of the Board of Directors. Ed Rochette, David Anthony, and Peter Sederowsky will resign as directors and each of Kim Oishi, Terry Filbert, Alan McMillan, and Scott Chaykin will be appointed as directors of the Company. Terry Filbert will also be appointed as Chief Executive Officer of the Company and of Sanghe Gold Corp., the Company’s wholly-owned subsidiary. The new directors of the Company are expected to be appointed after the completion of the minimum $800,0000 first offering.
The second offering will comprise a non-brokered private placement of convertible debentures for $2,560,000, paying 10% interest per annum (not compounded) accruing until conversion, the principal and accrued interest shall be convertible into shares during a 5 year term at $0.10 per post Consolidation common share, where the Company can accelerate conversion by news release and direct notice if the common shares trade at a post consolidation weighted average price of $0.15 for a 10 trading day period.
Finder’s fees for both offerings may be payable to qualified individuals comprised of shares, warrants or cash or any combination thereof.
Certain subscribers under the foregoing offerings may be participating through an exemption contained in Multilateral CSA Notice 45-313 and the various corresponding blanket orders and rules of participating jurisdictions (the “Existing Shareholder Exemption”) or Multilateral CSA Notice 45-318 and various blanket orders and rules of participating jurisdictions (the “Investor Dealer Exemption”).
For subscribers utilizing the Existing Shareholder Exemption, the Offering is available to all shareholders of the Company as at January 24, 2017, (the “Record Date”) (and still are shareholders) who are eligible to participate under the Existing Shareholder Exemption. Any person who becomes a shareholder of the Company after the Record Date is not permitted to participate in the offerings using the Existing Shareholder Exemption but other exemptions may still be available to them. Shareholders who became shareholders after the record date should consult their professional advisors when completing their subscription form to ensure that they use the correct exemption.
There are conditions and restrictions when relying upon the Existing Shareholder Exemption, namely, the subscriber must: a) be a shareholder of the Company on the Record Date (and still are a shareholder), b) be purchasing the Units as a principal, i.e. for their own account and not for any other party, and c) may not purchase more than $15,000 value of securities from the Company in any twelve month period. There is one exception to the $15,000 subscription limit. In the event that a subscriber wants to purchase more than $15,000 value of securities then they may do so provided they have first received ‘suitability advice’ from a registered investment dealer and, in this case, subscribers will be asked to confirm the registered investment dealer’s identity and employer.
The proposed net proceeds received from the Offering after payment of commissions are intended to be used by the Company for to pay expenses related to the Company’s properties in Indonesia, settle payables and for working capital. the following purposes:
|RKAB presentation – Feb 2017||$40,500|
|CFO Indonesia Subsidiary||$7,500|
|East Asia Payables|
|Management& Directors Settlement||$269,263|
|Reimbursement of expenses||$30,737|
|Accrued Audit and Legal Fees 2015 & 2016||$30,000|
|G&A Public Company||$30,000|
If an offering is over-subscribed, it is possible that a shareholder’s subscription may not be accepted by the Company even though it is received. Additionally, in the event of an imbalance of large subscriptions compared to smaller subscriptions management of the Company reserves the right in its discretion to reduce large subscriptions in favour of smaller shareholder subscriptions.
If an offering is not fully subscribed or the over-allotment option is not fully exercised, then management of the Company will determine the allocation of net proceeds amongst the above purposes in the best interests of the Company. There may be circumstances however, where, for sound business reasons, a reallocation of funds may be necessary.
Subscribers utilizing the Existing Shareholder Exemption must reside in one of the following jurisdictions: Alberta, British Columbia, Manitoba, New Brunswick, Ontario, Nova Scotia, Northwest Territories Prince Edward Island, Québec, Saskatchewan and Yukon. Shareholders resident in Newfoundland and Labrador are not permitted to participate in the Offering under the Existing Shareholder Exemption. Existing shareholders resident in countries other than Canada will need to meet local jurisdiction requirements to participate.
Subscribers implementing the Investor Dealer Exemption must reside in one of the following jurisdictions: Alberta, British Columbia, Manitoba, New Brunswick and Saskatchewan. Subscribers resident in Ontario, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Prince Edward Island, Québec and Yukon are not permitted to participate in the Offering under the Existing Shareholder Exemption. Subscribers resident in countries other than Canada will need to meet local jurisdiction requirements to participate.
The foregoing transactions are subject to approval of the TSX Venture Exchange.
East Asia Minerals Corporation
Edward Rochette, Director
This news release contains forward-looking information, which involves known and unknown risks, uncertainties and other factors that may cause actual events to differ materially from current expectation. Important factors – including the availability of funds and the results of financing efforts – that could cause actual results to differ materially from the Company’s expectations are disclosed in the Company’s documents filed from time to time on SEDAR (see www.sedar.com). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Neither 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.