VANCOUVER, Sept. 28, 2016 /CNW/ - Alternative Earth
Resources Inc., now Black Sea Copper & Gold Corp. (the
"Company") (TSX.V: BLS) is pleased to announce the completion
of the acquisition (the "Acquisition") of Black Sea Copper
and Gold Corp. ("BSCG"), as disclosed in the Company's news
releases dated August 31, and
September 23, 2016. The Company has
also closed the concurrent private placement financing which
generated gross proceeds of $2,000,000. Following completion of the
Acquisition and the financing, the Company has 43,727,156 common
shares issued and outstanding and the Company's cash reserves are
approximately $3.5 million.
Immediately prior to closing the Acquisition the Company
completed the consolidation of 1.24 existing shares for one
post-Consolidation share and the name of the Company was changed to
"Black Sea Copper & Gold Corp.". The new CUSIP for the shares
of the Company is 09225W109 and the new ISIN is CA09225W1095.
Registered shareholders of the Company may contact the Company's
registrar and transfer agent, Computershare Investor Services Inc.,
in order to exchange existing share certificates for new share
certificates. Shareholders who hold their shares through a broker
or other intermediary and do not have shares registered in their
own name need take no further action.
A total of 23,190,002 common shares were issued to former BSCG
shareholders under the Acquisition to acquire BSCG, as well as
2,050,000 replacement stock options, 2,010,000 replacement warrants
and $237,500 of convertible
debentures. An aggregate of 6,400,000 common shares issued to
certain BSCG shareholders are subject to restrictions on resale in
accordance with the following release schedule: 15% - four months
after closing; 35% - 12 months after closing; 25% - 18 months after
closing; and 25% - 24 months after closing. The replacement options
have exercise prices of $0.20 to
$0.25 and expire on dates from November 2016 to August
2021. The replacement warrants all have an exercise price of
$0.20 and expire in October and
November 2019. The replacement
convertible debentures are due August 29,
2017 and are convertible into units of the Company at
$0.20 per unit, with each unit
comprised of one common share and one-half of one warrant, with
each warrant exercisable until August 29,
2019 at an exercise price of $0.20.
A total of 10,000,000 units were issued under the financing,
with each unit comprised of one common share and one common share
purchase warrant. Each warrant entitles the holder to acquire one
common share at an exercise price of $0.35 for a period of two years, subject to
acceleration in the event that the Company's common shares have a
closing price of $0.60 for 10
consecutive trading days, in which case the Company may elect to
accelerate the expiry date of the warrants by giving the holders 30
days' notice. In addition, the Company issued an aggregate of
383,250 finder's warrants to certain finders in connection with the
financing and paid those finders a 7% cash fee on certain
subscriptions (aggregate $76,750 cash
fees paid). Each finder's warrant entitles the holder to acquire
one common share at an exercise price of $0.35 for a period of one year, subject to
acceleration on the same basis as the unit warrants. All securities
issued pursuant to the private placement are subject to a
four-month hold period.
Pursuant to the Acquisition, Brian D.
Fairbank resigned as the CEO and director of the Company,
and Edward Low resigned as CFO.
Vince Sorace was appointed as a
director and CEO, and Gavin Cooper
was appointed as the CFO of the Company.
Mr. McKeen, the Lead Director of the Company thanked Mr.
Fairbank, the founder of the Company, and Mr. Low for their long
and dedicated service to the Company.
The Company will now proceed with exploration of the mineral
properties acquired through the acquisition of BSCG.
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.
SOURCE Alternative Earth Resources Inc.
