Closes Fully Subscribed $10,000,000 Financing
VANCOUVER, May 16, 2017 /CNW/ - Zinc One Resources Inc.
(TSX-V: Z; OTC: ZZZOF, Frankfurt: RH33) ("Zinc One") and
Forrester Metals Inc. (TSX-V: VEM.H) ("Forrester")
are pleased to announce, further to their news releases of
February 1, 2017 and March 7, 2017, that Zinc One has received TSX
Venture Exchange approval of its acquisition of all of the issued
and outstanding common shares of Forrester (the
"Transaction") and has closed its previously announced
private placement financing of $10,000,000 (the "Private Placement
Financing"). Zinc One's transaction with Forrester is based on
a positive outlook for the zinc markets and attractiveness of the
high grade past producing zinc assets contained in the Forrester
portfolio.
Jim Walchuck, CEO of Zinc One,
stated "The acquisition of Forrester Metals, subject to the
issuance the filed Articles of Arrangement, combined with the
completion of the Private Placement Financing marks a major
milestone for Zinc One. This milestone is a key step in our
business plan to develop the high-grade zinc Bongará Mine
Project. Zinc One can now immediately move forward with the
exploration and development of this unique project in the shortest
allowable timeframe in one of the world's best mining
jurisdictions. We have been working closely with the Forrester team
and look forward to advancing the tremendous work they have
done."
Details of the Transaction
The Transaction, which has closed in escrow until receipt of the
filed Articles of Arrangement under the Business Corporations
Act (Ontario), is being
effected by way of a court approved plan of arrangement under the
Business Corporations Act (Ontario). Under the terms of the
Agreement, each shareholder of Forrester will receive 1 common
share of Zinc One ("Zinc One
Share") for every 5.5 common shares of Forrester
("Forrester Shares"). As a result, Zinc One will issue
a total of 23,627,158 Zinc One Shares to the shareholders of
Forrester.
All outstanding options and warrants of Forrester will remain
outstanding and be adjusted to give effect to the Transaction in
accordance with their respective terms or pursuant to the
Agreement. Further, certain directors and officers of
Forrester settled all severance payments by the issuance of
4,101,888 Forrester Shares, which will be subsequently converted
into 745,797 Zinc One Shares.
As a result of the foregoing and the Private Placement
Financing, Zinc One will have 98,069,064 issued and outstanding
shares.
Management Team and Board of Directors
The management team of Zinc One continues to be James Walchuck (CEO and President) and
Natasha Tsai (Chief Financial
Officer), and the board of directors consists James Walchuck, Greg
Crowe, W. Barry Girling,
Gunther Roehlig and Bill Williams (the former CEO of
Forrester). Dr. Williams, who will be the representative of
Forrester on the board, is an economic geologist with extensive
experience in South America. He is the former CEO and
President of Orvana Minerals Corp. and since leaving that company
in 2013, has been a consultant in the mining industry. Prior
to joining Orvana Minerals, he was a Vice President for Phelps
Dodge Exploration. Dr. Williams holds a PhD, Economic Geology
from the University of Arizona.
Private Placement Financing
In connection with the Transaction, Zinc One completed a
non-brokered private placement financing of 16,666,667 units (each
a "Unit") at a price of $0.60
per Unit for gross proceeds of $10,000,000 (the "Private Placement
Financing"). Each Unit consists of one Zinc One Share and
one-half of one share purchase warrant (each a "Warrant"),
with each whole Warrant entitling the holder to purchase one
additional Zinc One Share at a price of $0.90 per share for a period of 24 months from
the date of issue.
The securities issued under the Private Placement will be
subject to restrictions on resale expiring on September 6, 2017. Zinc One also paid
finders fees totaling $156,293.
The proceeds from the private placement will be used for
exploration on the high-grade zinc Bongará Mine Project and
Charlotte Bongará properties and for general working capital
purposes.
Zinc One also issued a total of 1,000,000 Zinc One Shares to the
finder of the Transaction.
Stock Options
In connection with the Transaction, Zinc One granted options to
purchase 3,089,000 common shares of Zinc One to its directors,
officers, employees and consultants. The options are
exercisable at $0.65 per share and
expire five years from the date of grant.
About Zinc One Resources Inc.
Zinc One is a Vancouver based
company focused on the acquisition, exploration and development of
prospective and advanced zinc projects. Zinc One believes in
the current and future fundamentals of the zinc supply and demand
scenario and the continued growing demand for zinc in global
industrial uses.
Forward-Looking Statements
Information set forth in
this news release contains forward-looking statements that are
based on assumptions as of the date of this news release. These
statements reflect management's current estimates, beliefs,
intentions and expectations. They are not guarantees of future
performance. Each of Zinc One and Forrester cautions that all
forward looking statements are inherently uncertain and that actual
performance may be affected by a number of material factors, many
of which are beyond their respective control. Such factors include,
among other things: risks and uncertainties relating to each of
Zinc One limited operating history, ability to complete its
exploration and development programs and the need to comply with
environmental and governmental regulations. Accordingly,
actual and future events, conditions and results may differ
materially from the estimates, beliefs, intentions and expectations
expressed or implied in the forward looking information. Except as
required under applicable securities legislation, neither Zinc One
nor Forrester undertakes no obligation to publicly update or revise
forward-looking information.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the Exchange)
accepts responsibility for the adequacy or accuracy of this
release.
SOURCE Forrester Metals Inc.
