Eureka Initiates Review of Strategic Alternatives and will apply for Waiver of Private Placement Pricing Policy
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS
EUREKA INITIATES REVIEW OF STRATEGIC ALTERNATIVES AND WILL APPLY FOR WAIVER OF PRIVATE PLACEMENT PRICING POLICY
Vancouver, British Columbia, November 27, 2017 - Eureka Resources Inc. (“Eureka” or the “Company”) announced today that it is commencing a review of strategic alternatives focused on maximizing shareholder value. Potential strategic alternatives that may be explored or evaluated by Eureka include business combinations, joint ventures or other strategic transactions. The Company has not made a decision to pursue any specific transaction or other strategic alternative, and there can be no assurance that this process will result in any such transaction. Eureka also confirms there is no material fact or material change related to the Company which has not been generally disclosed.
To further this corporate objective, Eureka intends to complete a non-brokered private placement of up to 7.0 million common shares of the Company at a price of $0.025 per common share for gross proceeds of up to $175,000 (the “Offering”). Eureka will make an application to the TSX Venture Exchange (“TSXV”) for a waiver to the private placement pricing as the proposed subscription price is below the TSXV’s $0.05 minimum pricing requirement.
A portion of the Offering may be made pursuant to the existing shareholder exemption (the “Existing Shareholder Exemption”) contained in Multilateral CSA Notice 45-313 and the various corresponding blanket orders and rules of participating jurisdictions. In addition to conducting the Offering pursuant to the Existing Shareholder Exemption, the Offering will also be conducted pursuant to other available exemptions, including sales to accredited investors and close personal friends and business associates of directors and officers of the Company.
The Company has set November 24, 2017 as the record date for the purpose of determining existing shareholders entitled to purchase common shares pursuant to the Existing Shareholder Exemption. The aggregate acquisition cost to a subscriber under the Existing Shareholder Exemption cannot exceed $15,000 unless that subscriber has obtained advice obtained from a registered investment dealer regarding the suitability of the investment. Subscribers purchasing common shares in the Offering under the Existing Shareholder Exemption will need to represent in writing that they meet certain requirements of the Existing Shareholder Exemption, including that they were, on or before the record date, a shareholder of the Company (and still are a shareholder). Unless the Company determines to increase the gross proceeds of the Offering and receives TSXV approval for such an increase, if subscriptions received for the Offering based on all available exemptions exceed the maximum Offering amount of $175,000, common shares sold under the terms of the Offering will be allocated at the discretion of the Company.
The Offering is expected to close on or about December 15, 2017, and is subject to TSXV final acceptance. All securities issued pursuant to the Offering will be subject to a four-month hold period from the date of issuance under applicable Canadian securities laws. Eureka may pay finder’s fees on certain of the gross proceeds raised from the sales of common shares pursuant to the Offering, subject to the approval of the TSXV.
The Company intends to allocate the net proceeds from the Offering (subject to the deduction of any applicable finder’s fees) as follows:
Legal and accounting fees - $25,000;
Regulatory fees - $10,000;
General liabilities - $50,000;
Office rent & communication expenses - $5,000;
Transfer agent fees - $5,000;
Annual General Meeting expenses - $5,000
Accrued management and administrative fees - $25,000;
Working capital - $50,000.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
As part of Eureka’s new strategic objectives, the Company has terminated its option to acquire the CKN property located near Williams Lake, British Columbia.
Eureka is a mineral exploration company based in Vancouver, British Columbia that has acquired projects with discovery potential in prospective areas of Canada and the United States.
Eureka’s mineral property assets include the 100%-owned FG Gold property located in the Cariboo Mining Division. Historical exploration has established a Measured and Indicated gold resource (376,000 ounces) at an average grade of 0.776 g/t gold, using a cut-off grade of 0.5 g/t, and an Inferred gold resource (634,900 ounces) at an average grade of 0.718 g/t gold, using a cut-off grade of 0.5 g/t. Details of the gold resource can be found in “NI 43-101 Technical Report, Frasergold Exploration Project, Cariboo Mining Division, dated July 27, 2015” available under Eureka’s profile on SEDAR or on its website.
Eureka has a 100% interest in the Gold Creek property located in the Cariboo Mining Division. Gold Creek is a gold project adjacent, and with similar geology, to the Spanish Mountain gold deposit owned by Spanish Mountain Gold Ltd. (TSXV: SPA).
Eureka owns a 100% interest 442 mining claims in the historic Klondike district of the Yukon located in the Dawson Range Gold Belt, a district of major porphyry, breccia and vein mineral occurrences. The Company also owns a 50% interest in the Gemini lithium brine project located approximately 40 km (26 miles) south of North America’s only producing lithium mine at Silver Peak, Nevada.
Kristian Whitehead, P.Geo., the Company’s designated Qualified Person for this news release within the meaning of NI 43-101, has reviewed and approved the technical information contained in this news release.
Further information on Eureka can be found on the Company’s website at www.eurekaresourcesinc.com and at www.sedar.com or by contacting Michael Sweatman, President and CEO, by email at email@example.com or by telephone at (604) 449-2273.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of TSX Venture Exchange) accepts responsibility for the adequacy of accuracy of this release.
Cautionary Statement Regarding Forward-Looking Information
This news release includes certain “forward-looking statements” under applicable Canadian securities legislation that are not historical facts. Forward-looking statements involve risks, uncertainties, and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this news release include, but are not limited to, statements with respect to the business and operations of the Company and its review of strategic alternatives. Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: failure to complete equity financings and/or exploration programs; general business, economic and social uncertainties; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; delay or failure to receive Board of Directors or regulatory approvals; those additional risks set out in the Company’s public documents filed on SEDAR at www.sedar.com; and other matters discussed in this news release. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.