Trading Symbol: TSX-V: JSP
News Release No.
16-273-06
CALGARY, June 8, 2016 /CNW/ - Jasper Mining Corporation
("Jasper" or the "Company") (TSX-V:JSP) is pleased to
announce the details of the concurrent private placement in
relation to the plan of arrangement with Tacitus Ventures Corp.
("Tacitus") and Delfan Energy Resources Corp
("Delfan") which was previously announced in a news release
dated June 2, 2016, whereby Jasper
will acquire all of the issued and outstanding common shares of
Tacitus and Delfan in an all-stock transaction (the
"Transaction"). The Transaction will constitute a reverse
takeover under the rules and policies of the TSX Venture Exchange
("TSXV").
The Transaction involves private placement offering of
subscription receipts. Each subscription receipt will be
automatically exchanged (without any further action by the holder
of such subscription receipt and for no further payment) for one
common share in the capital of Jasper ("Jasper Share") and one-half of one share
purchase warrant in the capital of Jasper ("Jasper
Warrant"), at a price of $0.35
per subscription receipt for aggregate gross proceeds of up to
$3,000,000 (the "Private
Placement"), upon satisfaction of certain escrow release
conditions. Each whole Jasper Warrant entitles the holder
thereof to purchase one Jasper Share
for $0.50 per share expiring 18
months from the date of issuance. The Company will be able to force
the conversion of the Jasper Warrants if, at any time following the
closing date of the Private Placement, the simple average closing
price of the Jasper Shares on the TSXV exceeds $0.75 for a minimum of 30 consecutive trading
days.
The gross proceeds of the Private Placement will be used to
provide operational and working capital. The Transaction is
expected to close prior to the end of September 2016 and is subject to the approval of
the shareholders of each of Jasper, Tacitus and Delfan and of the
TSXV and approved by the Court of Queen's Bench of Alberta.
The Jasper Shares are currently halted from trading and are to
remain halted from trading until completion of the Transaction in
accordance with the policies of the TSXV.
There are material conditions precedent to be fulfilled prior to
there being a binding agreement between the Company, Tacitus and
Delfan, including customary due diligence, the negotiation and
execution of a definitive agreement and board approvals being
obtained. Until satisfaction of these and other conditions
precedent, the likelihood of closing the Transaction is uncertain
and trading in the securities of the Company would be highly
speculative. Completion of the Transaction is subject to a
number of conditions, including, but not limited to the receipt of
all necessary regulatory, corporate and third party approvals,
compliance with all applicable regulatory requirements,
satisfactory financing arrangements, satisfactory retention of key
employees and absence of material adverse changes in the business,
assets, condition, or prospects of any of the parties to the
Transaction.
If and when a definitive agreement is executed, the Company will
issue a subsequent press release in accordance with the policies of
the TSXV containing the details of the definitive agreement,
information about management, directors and advisors, summary
financial information with respect to Tacitus and Delfan as well as
any additional information on the Transaction not contained
herein.
Cautionary Statements
Statements in this press release may contain forward-looking
information including in relation to the Transaction, the
conditions to closing of the Transaction, the Company's business
objectives, the sufficiency of the Private Placement to achieve
such objectives, and the availability of additional financing in
future. Any statements that are contained in this press
release that are not statements of historical fact may be deemed to
be forward- looking statements. Forward-looking statements
are often identified by terms such as "may", "should",
"anticipate", "expects" and similar expressions. The reader
is cautioned that assumptions used in the preparation of any
forward-looking information may prove to be incorrect. Events
or circumstances may cause actual results to differ materially from
those predicted, as a result of numerous known and unknown risks,
uncertainties, and other factors, many of which are beyond the
control of the Company. The reader is cautioned not to place
undue reliance on any forward-looking information. Such
information, although considered reasonable by management at the
time of preparation, may prove to be incorrect and actual results
may differ materially from those anticipated. Forward-looking
statements contained in this press release are expressly qualified
by this cautionary statement. The forward-looking statements
contained in this press release are made as of the date of this
press release, and the Company does not undertake any obligation to
update publicly or to revise any of the included forward-looking
statements, whether as a result of new information, future events
or otherwise, except as expressly required by securities
law.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS
NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES, AND DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL
ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES.
THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER
THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE
OFFERED OR SOLD IN THE UNITED
STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT
THEREFROM.
Completion of the Transaction is subject to a number of
conditions, including but not limited to, TSXV acceptance, and, if
applicable pursuant to TSXV rules and policies, majority of the
minority shareholder approval. Where applicable, the
Transaction cannot close until the required shareholder approval is
obtained. There can be no assurance that the Transaction will
be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the
management information circular or filing statement to be prepared
in connection with the Transaction, any information released or
received with respect to the Transaction may not be accurate or
complete and should not be relied upon. Trading in the
securities of Jasper should be considered highly speculative.
THE TSX VENTURE EXCHANGE HAS IN NO WAY PASSED UPON THE MERITS OF
THE TRANSACTION AND HAS NEITHER APPROVED OR DISAPPROVED THE
CONTENTS OF THIS PRESS RELEASE. 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 PRESS
RELEASE.
SOURCE Jasper Mining Corporation
