EastSiberian Plc Announces Increase to Private Placement and Shares for Debt Transactions
ST. HELIER, JERSEY, Sept. 10, 2014 /CNW/ – EastSiberian Plc (TSX NEX: ESB.H) (“EastSiberian” or the “Corporation”), a Jersey company, is pleased to announce that it has determined to increase the non-brokered private placement previously announced on June 30, 2014. The private placement now consists of the issuance of up to 30,000,000 common shares (the “Common Shares”) of the Corporation at a price of $0.05 per share for aggregate gross proceeds of up to $1,500,000 (the “Private Placement”).
The Common Shares from the Private Placement will be issued on a private placement basis pursuant to exemptions from applicable Canadian, U.S. and international securities laws and will be subject to a four-month and one day hold period from the closing date of the Private Placement.
The Corporation intends to use the net proceeds from the Private Placement to fund a third party engineering report, legal and other costs in respect of a ossible acquisition of oil and gas concessions in Latin America, and for general corporate purposes.
The Private Placement is expected to close in tranches with an expected outside date of October 31, 2014. Completion of the Private Placement is subject to certain conditions, including approval of the NEX Board of the TSX Venture Exchange (the “NEX”) to the listing of the Common Shares on the NEX and to minimum gross proceeds from the Private Placement of $500,000.
The Corporation also announces that it has entered into shares for debt settlement agreements with current and former directors and officers of the Corporation and consultants to the Corporation, to settle outstanding obligations owing by the Corporation. The NEX has conditionally approved the issuance of an aggregate 8,914,320 Common Shares (the “Debt Shares”) at a issue price of $0.05 per share to settle an aggregate $445,716, which represents a portion of outstanding amounts owing to such directors, officers and consultants. Further settlement by the Corporation of outstanding obligations through the issuance of Common Shares requires the approval of the shareholders of the Corporation. The Corporation intends to seek such approval at the next annual meeting of shareholders. The Corporation has determined to settle its obligations with directors, officers and consultants and to issue Debt Shares to help improve the financial position of the Corporation and to enable the Corporation to use the net proceeds from the Private Placement to facilitate the acquisition of the oil and gas concessions referred to above.
The Debt Shares will be issued on a private placement basis pursuant to exemptions from applicable Canadian securities laws and will be subject to a four-month and one day hold period from the date of issuance of the Debt Shares.
Given the opportunities available to the Corporation at this time, the Corporation has determined to pursue these opportunities, including negotiating the proposed acquisition of the concessions, and not pursue the liquidation of the Corporation, as disclosed in the interim financial statements of the Corporation for the nine months ended February 28, 2014.
The Common Shares are currently halted from trading on the NEX at the request of the Corporation to allow the Corporation to complete the third party engineering report, to enable it to provide disclosure of the proposed concession acquisition. If an agreement in respect of such acquisition can be agreed upon. The Common Shares will remain halted until further notice in respect of such possible acquisition, if the Corporation enters into an agreement in respect of any such acquisition. The closing price of the Common Shares on June 30, 2014, the last trading day prior to the trading halt, was $0.02/share.
EastSiberian is an international junior oil exploration company incorporated in the Bailiwick of Jersey. For further information, please visit the EastSiberian Plc website at www.eastsiberianplc.com.
Neither the TSX NEX nor its Regulation Services Provider (as that term is defined in the policies of the TSX NEX) accepts responsibility for the adequacy or accuracy of this release.
Advisory Regarding Forward-Looking Statements
This press release contains certain forward-looking statements and forward-looking information (collectively referred to as “forward looking statements”) within the meaning of Canadian securities laws. All statements other than statements of historical fact are forward-looking statements. Forward-looking information typically contains statements with words such as “anticipate”, “believe”, “plan”, “estimate”, “expect”, “may”, “will”, “project”, “should” or similar words suggesting future outcomes. In particular, this press release contains forward-looking statements pertaining to: the Private Placement, including the timing of the closing the Private Placement, the aggregate proceeds to be raised and the use of the net proceeds; the issuance of the Debt Shares; completion of an acquisition of an interest in properties in Latin America; and business plans and strategies.
Undue reliance should not be placed on forward-looking statements, which are inherently uncertain, are based on assumptions, and are subject to known and unknown risks and uncertainties (both general and specific) that contribute to the possibility that the future events or circumstances contemplated by the forward-looking statements will not occur. There can be no assurance that the plans, intentions or expectations upon which forward-looking statements are based will in fact be realized. Actual results may differ, and the difference may be material and adverse to the Corporation and its shareholders. In particular, no assurances can be given that the Corporation will raise $1,500,000 pursuant to the Private Placement, negotiate any acquisition opportunity in Latin America on terms acceptable to the Corporation or complete any such acquisition.
Forward-looking statements are based on the terms of the letter of intent and the Corporation’s current beliefs as well as assumptions made by, and information currently available to, the Corporation concerning business prospects, strategies, characteristics of the properties subject to the possible acquisition opportunity, regulatory developments, government support, future commodity prices, the ability to market products successfully and the ability to obtain financing on acceptable terms. Although management considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks that forward-looking statements will not be achieved.
The forward-looking statements contained in this press release are made as of the date hereof and the Corporation does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, except as required by applicable law. The forward-looking statements contained herein are expressly qualified by this cautionary statement.