VANCOUVER, BC, Feb. 23, 2022 /CNW/ - Group Eleven Resources
Corp. (TSXV: ZNG) (OTC: GRLVF) (FRA: 3GE) (the "Company") is
pleased to announce that it has closed its non-brokered private
placement (the "Placement"), initially announced on
February 3rd, 2022 and
subsequently increased on February
4th, 2022, totalling $2,499,800 through the issuance of 20,831,666
units of the Company at a price of $0.12 per unit. All currency is denominated in
Canadian dollars.
Each unit consists of one common share (a "Common Share")
and one half non-transferrable Common Share purchase warrant (each
full warrant, a "Warrant"). Each Warrant entitles the holder
thereof to purchase one additional Common Share in the capital of
the Company at $0.18 per Common Share
for 24 months from the date of issue.
Proceeds from the Placement will be used to accelerate mineral
exploration in Ireland, including
the funding of drill programs at the Company's Ballywire,
Carrickittle and Tullacondra prospects at the PG West project
(100%-interest), as well as, for general and administrative
purposes. The Placement is subject to regulatory approval and all
securities to be issued pursuant to the Placement are subject to a
hold period under applicable Canadian securities legislation that
expires four months and one day after the closing date of the
Placement.
Finder's fees of $68,220 are
payable in cash on a portion of the Placement to parties at arm's
length to the Company. In addition, 568,500 non-transferable
finder's warrants are being issued (the "Finder's
Warrants"). Each Finder's Warrant entitles a finder to purchase
one Common Share at a price of $0.18
per Common Share for 24 months from the date of issue.
Pursuant to a subscription agreement with the Company, Mr.
Michael Gentile subscribed for
3,016,666 Units of the Placement, for gross proceeds of
$362,000. Immediately prior to
entering into the subscription agreement, Mr. Gentile had ownership
and control of 23,349,948 Common Shares and 5,000,000 Warrants,
representing an interest of 16.99% percent of the issued and
outstanding Common Shares (on a non-diluted basis) and 19.90% on a
partially diluted basis. Upon completion of the Placement, Mr.
Gentile's ownership in the Company increased to 26,366,614 Common
Shares and 6,508,333 Warrants, representing 16.66% of the
outstanding Common Shares (on a non-diluted basis) and 19.95% on a
partially diluted basis.
Certain information in this news release is provided by Mr.
Gentile in satisfaction of the early warning requirements of
National Instrument 62-104 - Take-Over Bids and Issuer Bids. Mr.
Gentile has advised that his purchase of Common Shares and Warrants
was completed for investment purposes. Mr. Gentile may, depending
on market and other conditions, or as future circumstances may
dictate, from time to time, on an individual or joint basis,
increase or dispose of some or all of the existing or additional
securities he holds or will hold, or may continue to hold. In the
future, Mr. Gentile, will evaluate his investment in the
Corporation from time to time and may, based on such evaluation and
the market conditions and other circumstances, increase or decrease
his security holdings through market transactions, private
agreements, or otherwise.
Mr Gentile is a "related party" of the Company within the
meaning of that term defined in Multilateral Instrument 61-101 -
Protection of Minority Shareholders in Special Transactions ("MI
61-101") as he currently owns more than 10% of the outstanding
shares of the Company on both a non-diluted and partially diluted
basis, and hence the Placement is a "related party transaction"
within the meaning of MI 61-101. The Company is relying on the
exemptions from the formal valuation requirement set out in section
5.5(c) and the minority approval requirement set out in section
5.7(1)(b) of MI 61- 101 on the basis the Placement is a
distribution of the Company's securities for cash consideration,
and neither the Company, nor to the knowledge of the Company after
reasonable inquiry, Mr. Gentile, had knowledge of any material
information concerning the Company or the securities of the Company
that was not generally disclosed at the time at which the Placement
was agreed between the parties, and neither the fair market value
of the securities to be distributed to Mr. Gentile nor the
consideration received by the Company for those securities from Mr.
Gentile exceeds $2,500,000.
The ownership percentages of Common Shares described above are
based on the Company having 137,469,836 Common Shares outstanding
immediately prior to the announcement of the Placement and
158,301,502 Common Shares outstanding upon completion of the
Placement.
About Group Eleven Resources
Group Eleven Resources Corp. (TSX.V: ZNG; OTC: GRLVF and FRA:
3GE) is a mineral exploration company focused on advanced stage
zinc exploration in Ireland.
Additional information about the Company is available at
www.groupelevenresources.com.
ON BEHALF OF THE BOARD OF DIRECTORS
Bart Jaworski, P.Geo.
Chief Executive Officer
Cautionary Note Regarding Forward-Looking Information
This press release contains forward-looking statements within
the meaning of applicable securities legislation. Such statements
include, without limitation, statements regarding the future
results of operations, performance and achievements of the Company,
including the timing, content, cost and results of proposed work
programs, the discovery and delineation of mineral
deposits/resources/ reserves and geological interpretations.
Although the Company believes that such statements are reasonable,
it can give no assurance that such expectations will prove to be
correct. Forward-looking statements are typically identified by
words such as: believe, expect, anticipate, intend, estimate,
postulate and similar expressions, or are those, which, by their
nature, refer to future events. The Company cautions investors that
any forward-looking statements by the Company are not guarantees of
future results or performance, and that actual results may differ
materially from those in forward looking statements as a result of
various factors, including, but not limited to, variations in the
nature, quality and quantity of any mineral deposits that may be
located. All of the Company's public disclosure filings may be
accessed via www.sedar.com and readers are urged to review
these materials, including the technical reports filed with respect
to the Company's mineral properties.
SOURCE Group Eleven Resources Corp.
