Black Sea Copper & Gold Executes Definitive Share Exchange Agreement with Alternative Earth Resources
August 31, 2016
Vancouver, B.C. (August 31, 2016), Black Sea Copper & Gold (“BSCG”) is pleased to announce that it has agreed on terms of a definitive and binding Share Exchange Agreement dated August 31, 2016, among Alternative Earth Resources Inc. (“AER”) (TSX.V: AER), Black Sea Copper & Gold Corp. (“BSCG”) and all of the security holders of BSCG (the “Agreement”), whereby AER will acquire all of the outstanding securities of BSCG (the “Acquisition”). The Agreement has been executed by AER, BSCG and a substantial majority of the BSCG security holders, and is currently being executed by the remaining security holders of BSCG. AER currently has approximately $1.6 million in net cash and no other assets.
BSCG is a non-reporting British Columbia corporation that holds interests in various mineral properties and license applications located in Eastern Europe, including Bulgaria, Serbia and Turkey. The principal property of BSCG is an option to acquire 100% of the Alankoy copper-gold project located in Turkey (the “Alankoy Project”).
Under the Agreement, AER will acquire all of the common shares of BSCG in exchange for the issuance to the shareholders of BSCG of a total of 23,190,002 common shares in the capital of AER, based upon an exchange ratio of one AER share for each share of BSCG (the “Exchange Ratio”). AER will also acquire all outstanding options, warrants and convertible debt of BSCG in exchange for the issue of replacement securities by AER based on the Exchange Ratio.
Concurrently with and as a condition of the Acquisition of BSCG, AER will complete, on a post-Consolidation basis, a non-brokered private placement of 7,500,000 units at a price of $0.20 per unit for gross proceeds of $1,500,000 (the “Financing”), with each unit consisting of one (1) common share, and one (1) warrant to purchase an additional common share exercisable for two (2) years at a price of $0.35 per share. The warrants will contain an acceleration provision providing AER the right to give notice to accelerate the expiry date of the warrants where the AER common shares trade for 10 consecutive days over $0.60, and providing for an expiry date that is 30 days from such notice. The Financing is subject to an over-allotment of up to 30% (up to 2,250,000 additional units). AER may, in appropriate circumstances, pay finder’s fees (cash and warrants) in connection with the Financing.
To facilitate the Acquisition, immediately before closing of the Acquisition, AER will consolidate its share capital on the basis of 1.24 existing common shares for each new share (the “Consolidation”), such that its 13,066,059 common shares outstanding before the Acquisition will be consolidated into 10,537,144 common shares on a post-Consolidation basis. After completion of the Consolidation, the Acquisition and the Financing, AER will have approximately 41.2 million shares outstanding. Upon completion of the Acquisition, the directors and officers of AER will be reconstituted to consist of Vince Sorace as CEO and director, Gavin Cooper as CFO and Jim Yates, Rod McKeen and John Williamson as directors. The Acquisition and the Financing will not result in a change of control of AER.
The Acquisition, Consolidation and Financing are subject to the acceptance of the TSX Venture Exchange (the “Exchange”). An NI 43-101 compliant technical report on the Alankoy Project, and a title opinion on the Alankoy Project have previously been filed with the Exchange. The Agreement and the terms of the Acquisition were negotiated at arm’s length.
AER also announces its intention to grant, concurrently with completion of the Acquisition and subject to regulatory approval, an aggregate of 1,150,000 stock options to directors, officers and consultants at $0.20 for a period of 5 years.
Further information concerning the progress of the Acquisition and the Financing will be disclosed in due course. Take note that the Acquisition contemplated by the Agreement is subject to numerous conditions, and there is no certainty that will be completed on the schedule, or in accordance with the terms described in this News Release, or at all. Accordingly, investors should use caution when trading in the securities of AER.
About Black Sea Copper & Gold
Black Sea Copper & Gold Corp. is a mineral exploration company active in the Black Sea region of Eastern Europe. The company is committed to building a robust portfolio of high quality copper and gold projects with the potential to become world-class mining assets.
President and CEO
For further information regarding Black Sea Copper & Gold, please visit our website at www.blacksea.ca.
Cautionary Note Regarding Forward-Looking Statements
This news release contains certain statements that may be deemed “forward-looking statements”. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although Black Sea Copper & Gold believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, are subject to risks and uncertainties, and actual results or realities may differ materially from those in the forward-looking statements. Such material risks and uncertainties include, but are not limited to, Black Sea Copper & Gold’s ability to raise sufficient capital to fund its obligations under its property option agreements, to maintain its mineral tenures and concessions in good standing, to explore and develop its projects, to repay its debt and for general working capital purposes; changes in economic conditions or financial markets; the ability of Black Sea Copper & Gold to obtain the necessary permits and consents required to explore, drill and develop the projects and if obtained, to obtain such permits and consents in a timely fashion relative to Black Sea Copper & Gold’s plans and business objectives for the projects; the general ability of Black Sea Copper & Gold to drill test its projects and find mineral resources; if any mineral resources are discovered or acquired, the Company’s ability to monetize any such mineral resources; and changes in environmental and other laws or regulations that could have an impact on the Company’s operations. Forward-looking statements are based on the reasonable beliefs, estimates and opinions of Black Sea Copper & Gold’s management on the date the statements are made. Except as required by law, Black Sea Copper & Gold undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.