MONTREAL, April 12, 2018 /CNW/ - AM Resources Corp.
(formerly NQ Exploration Inc.) (the "Corporation") (TSX
VENTURE: NQE) is pleased to announce that it has completed its
previously announced reverse takeover transaction (the
"Transaction"), pursuant to which the Corporation has
acquired substantially all of the issued and outstanding shares of
AM Resources SAS ("AM SAS") by way of a share exchange
agreement among the Corporation, AM SAS and the holders of AM SAS
shares all as further described in this news release and in the
Corporation's information circular dated November 22, 2017, as
amended, with respect to the Transaction and the plan of
arrangement completed December 28,
2017 (the "POA"). The Corporation expects to resume
trading as a Tier 2 Mining Issuer on the TSX Venture Exchange (the
"TSXV") under the symbol "AMR" at market open on
Monday, April 23, 2018.
"Closing of the Transaction represents a significant milestone
for AM as we look to develop our Colombian projects and
opportunities," said the Corporation's COO and
director, Adriana Rios Garcia. "The capital raised under
the Concurrent Financing will allow us to scale up our operations,
enabling us to take advantage of the numerous opportunities in
Colombia."
Closing of Reverse Takeover
In connection with the Closing, AM SAS become a subsidiary of
the Corporation which had changed its name to "AM Resources Corp."
and consolidated its common shares on a 50 to 1 one basis pursuant
to the completion of the POA on December 28,
2017. The Corporation issued an aggregate of 29,411,765
common shares (each a "Share") to the of AM SAS
securityholders to acquire AM SAS. After giving effect to the
completion of the Transaction and the Offering, there are
53,132,883 Shares issued and outstanding (on an undiluted basis),
with approximately 58% of the Shares (on an undiluted basis) held
by insiders.
New Board of Directors and Management Team
In connection with the Closing, the Corporation welcomes a new
board of directors and management team. The Corporation will be led
by David Grondin, who has agreed to remain, President, CEO and
a director of the Corporation, Adriana Rios Garcia, who has
agreed to act as Chief Operating Officer and a director of the
Corporation, Martin Nicoletti who has agreed to remain as
Chief Financial Officer and Secretary of the Corporation,
and Elvis Hoyos and Wayne
Isaacs, who have agreed to act as directors of the
Corporation.
Vittorio Violo and Andre
Goguen have resigned as directors of the Corporation and the
Corporation thanks them for their service in bringing the
Corporation to completion of the Transaction.
Closing of Concurrent Financing and Debenture
Conversion
Concurrently to the Closing, the Corporation completed a private
placement pursuant to which it sold an aggregate of 10,606,091
Shares at $0.17 per Shares for gross
proceeds of $1,803,035.
In connection with the Concurrent Financing, the Corporation has
paid a finder fee of $103,162 and
issued 158,244 non-transferable compensation warrants (each a
"Compensation Warrant") entitling the holder to acquire the
same number of Shares at a price of $0.17 until April 11,
2019.
Concurrently to the Closing, $225,000 aggregate principal amount of
convertible debentures issued pursuant of the Corporation RTO
bridge financing automatically converted into 1,764,706 Shares at a
price of $0.1275 per share, and
$1,604,695.88 aggregate principal
amount of convertible debentures issued pursuant of the Corporation
securities for debts automatically converted into 1,764,706 Shares
at a price of $0.17 per share
Grant of Stock Options
In connection with the Closing, the Corporation also agreed to
grant, effective as of the date of the TSXV's Final Exchange
Bulletin (the "Bulletin") with respect to the Transaction,
an aggregate of 1,650,000 stock options (each, an "Option")
to certain directors, officers, employees and consultants of the
Corporation, as further described in the Filing Statement, and in
accordance with the Corporation's stock option plan. Each Option
will be exercisable into one Share at $0.17 for a period of five years from the date of
grant.
Related Party Transaction
A portion of the Acquisitions constituted a "related party
transaction" as set out in Multilateral Instrument 61-101
Protection of Minority Shareholders in Special Transactions ("MI
61-101") as David Grondin,
President, CEO and director of the Corporation, and Martin Nicoletti, CFO of the Corporation, have
been issued under the Concurrent Financing respectively 602,942 and
Shares 425,000. Accordingly, the part of the Concurrent Financing
constituted to that extent a "related party transaction" under MI
61-101. The transaction is exempt from the formal valuation and
minority shareholder approval requirements under MI 61-101 as
neither the fair market value of any securities issued to or the
consideration paid by such persons exceeds 25% of the Corporation's
market capitalization. The Corporation did not file a material
change report more than 21 days before the closing of the
Concurrent Financing as it wished to close on an expedited basis
for sound business reasons and did not know when the transaction
would be completed.
No securities of the Corporation (including, for greater
certainty, the Shares) have been or will be registered
under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act"), or the securities laws
of any state, district or commonwealth of the United
States (as defined in Regulation S under the U.S. Securities
Act). Accordingly, these securities may not be offered or sold,
directly or indirectly, within the United States or to or
for the account or benefit of any "U.S. Person" (as defined in
Regulation S under the U.S. Securities Act), absent an exemption
from the registration requirements of the U.S. Securities Act and
applicable state securities laws. This news release does not
constitute an offer to sell or a solicitation of an offer to buy
any of the securities described in this news release in the
United States or any jurisdiction where such offer or sale
would be unlawful, or for the account or benefit of any U.S. Person
or person within the United States.
ABOUT AM RESOURCES CORP.
AM Resources Corp. is a mining exploration Corporation with
interests in coal and galsonite projects in Colombia. AM is betting on Colombia's excellent mineral potential and
favourable climate to pursue its new Colombian venture.
Neither 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 release.
Disclaimer for Forward-Looking Information
Certain statements in this release are forward-looking
statements, which reflect the expectations of management regarding
the Corporation's future business plans. Forward-looking statements
consist of statements that are not purely historical, including any
statements regarding beliefs, plans, expectations or intentions
regarding the future. Forward looking statements in this news
release include statements relating the Corporation's future
expansion plans. Such statements are subject to risks and
uncertainties that may cause actual results, performance or
developments to differ materially from those contained in the
statements, including that: the Corporation's currently
contemplated expansion and development plans to cease or otherwise
change. No assurance can be given that any of the events
anticipated by the forward-looking statements will occur or, if
they do occur, what benefits the Corporation will obtain from them.
Readers are urged to consider these factors carefully in evaluating
the forward-looking statements contained in this news release and
are cautioned not to place undue reliance on such forward-looking
statements, which are qualified in their entirety by these
cautionary statements. These forward-looking statements are made as
of the date hereof and the Corporation disclaims any intent or
obligation to update publicly any forward-looking statements,
whether as a result of new information, future events or results or
otherwise, except as required by applicable securities
laws.
SOURCE AM Resources Corp.