Prospector Announces Conditional Acceptance of Graduation from NEX to TSX Venture Exchange Tier 2, Proposed Private Placement and New Management Team
(firmenpresse) - VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 10/27/16 -- PROSPECTOR RESOURCES CORP. ("Prospector" or the "Company") (NEX: PRR.H) announces that it has obtained the conditional acceptance of the TSX Venture Exchange ("TSXV") in respect of its application for reactivation and graduation to the TSXV as a Tier 2 mining issuer (the "Graduation"). The Graduation is subject to, among other customary conditions, the completion of a private placement (the "Financing") for proceeds of up to $2.15 million as described below. Concurrent with the completion of the Financing and the Graduation, a new Chief Executive Officer and board of directors will be appointed (the "New Management Team").
New Management Team
Alexander Black will be appointed as Chief Executive Officer and President. The new board of directors will be comprised of Alexander Black (Chairman), Klaus Zeitler and Daniel Kenney.
The new Management Team has a solid track record of creating value in mining companies through an integrated strategy of exploring, acquiring, developing and exploitation. The Company intends to focus on compiling an attractive portfolio of precious metals assets that can be developed into mines and to assemble, over time, a highly experienced technical and corporate management team with a solid experience base of developing and building mines in North and South America. Through its proposed strategy of evaluating and acquiring precious metals projects and through a combination of organic exploration and development and strategic acquisitions, the New Management Team intends to grow the recapitalized Prospector and create long-term shareholder value through the development of high margin, strong free cash-flowing mining operations.
Anthony Jackson will continue to be the Chief Financial Officer and Corporate Secretary.
The resignation of the current board of directors, being Henry Neugebauer, Seamus Young, Mohammed Hassan Alief and Shawn Smith, the resignation of Henry Neugebauer as Chief Executive Officer and President and the appointment of the New Management Team will occur contemporaneously with the completion of the Financing.
Corporate Objective and Strategy
Prospector's objective will be to deliver value through disciplined acquisitions and organic growth of precious metals projects, operational excellence, and responsible mining whilst focusing on cash flow and building balance sheet strength.
The Company will assemble a reputable board of directors and highly experienced management team to execute its business strategy with high regard for solid corporate governance and respectful consideration for all stakeholders involved in and around each of our projects wherever they may be located.
Prospector
Prospector is a Vancouver-based exploration stage mining company whose business is to seek out undervalued exploration opportunities, with a focus on gold and tungsten projects in North America.
Prospector currently has 1.8 million common shares outstanding on a basic and fully diluted basis and liabilities of approximately $1 million, excluding the costs of the transactions described in this news release. Prospector has entered into debt settlement and release agreements providing for the settlement of amounts owing under outstanding promissory notes in the aggregate amount of approximately $856,000 upon the cash payment of $200,000. Upon completion of the Financing, Prospector will have approximately 44.8 million common shares outstanding on a basic and fully diluted basis.
Prospector's sole mining asset is the Kalzas Property situate in the Mayo Mining District in the Central area of the Yukon Territory. It consists of six contiguous claims covering an area of approximately 120 hectares. Over the last thirty years the property has been explored for its tungsten potential. Kalzas is a large, porphyry-style stockwork and sheeted vein tungsten mineralized zone with accessory values in tin and silver. The mineralization is hosted in Yuzezyu Formation sandstones, grit and phyllite which forms the basal stratigraphy of Selwyn basin on the southeastern side of the basin.
The Financing
The Financing will consist of the non-brokered private placement of up to 43 million common shares at the price of $0.05 per share for proceeds of up to $2.15 million.
Pursuant to the Financing, the New Management Team will subscribe for 30,390,000 common shares of Prospector at a price of $0.05 per share representing an aggregate subscription amount of $1,519,500.
The proceeds of the Financing will be used to settle certain of Prospector's current liabilities, to fund a $200,000 exploration drilling program on Prospector's Kalzas Property, to pursue asset acquisitions and for general corporate purposes. See "Prospector" above for additional information.
Shareholder and Stock Exchange Approvals
Completion of the Graduation and the Financing is subject to a number of conditions and approvals including, but not limited to, the approval of the TSXV and shareholder approval. Under the policies of the TSXV, the completion of the Financing is subject to the approval of the shareholders of Prospector as the completion of the Financing may result in the creation of a new "control person" (as defined under the policies of the TSXV). The required disinterested shareholder approval may be obtained by Prospector either by receipt of written consents by holders of more than 50% of the issued and outstanding voting shares of Prospector (the "Consent").
Board of Directors' Recommendation
The board of directors of Prospector has determined that the Graduation and the Financing are in the best interests of its shareholders, and has unanimously approved the Graduation and the Financing and unanimously recommends shareholders of Prospector provide the Consent. Any shareholder of Prospector wishing to obtain and execute the Consent should contact Prospector as set out below.
Directors, officers and other shareholders of Prospector who, in aggregate, own, directly or indirectly or exercise control or direction over approximately 51% of the common shares, have agreed to execute the Consent and have otherwise agreed to support the Graduation and the Financing.
Reader Advisory
Forward-Looking Statements. This news release contains forward-looking statements. More particularly, this document contains statements concerning the Graduation, the Financing, the appointment of the New Management Team and the exploration program proposed for the Kalzas Property. . Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "scheduled", "potential", or other similar words, or statements that certain events or conditions "may", "should" or "could" occur.
The forward-looking statements are based on certain key expectations and assumptions made by Prospector, including expectations and assumptions concerning timing of receipt of required shareholder and regulatory approvals and third party consents and the satisfaction of other conditions to the completion of the transactions. Although Prospector believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Prospector can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, risks that required shareholder, regulatory and third party approvals and consents are not obtained on terms satisfactory to the parties within the timelines provided for and risks that other conditions to the completion of the transactions are not satisfied on the timelines set forth in this news release or at all.
The reader is cautioned that assumptions used in the preparation of such information, although considered reasonable by the Company at the time of preparation, may prove to be incorrect and readers are cautioned not to place undue reliance on forward-looking information, which speaks only as of the date hereof. The Company does not undertake any obligation to release publicly any revisions to forward-looking information contained herein to reflect events or circumstances that occur after the date hereof or to reflect the occurrence of unanticipated events, except as may be required under 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.
Contacts:
Prospector Resources Corp.
Anthony Jackson
Chief Financial Officer
604 630-3838
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Datum: 27.10.2016 - 20:43 Uhr
Sprache: Deutsch
News-ID 503396
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Mining & Metals
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