Vancouver, British Columbia–(Newsfile Corp. – May 11, 2021) – eShippers Management Ltd. (TSXV: EPX.H) (“eShippers“) wishes to announce it has entered into a letter agreement dated effective May 10, 2021 (the “Agreement“) with ISON Mining Pte Ltd. (“ISON“) for an arm’s length reverse take-over of eShippers (the “RTO“) through eShippers acquiring all of the outstanding shares of ISON from the shareholders of ISON in exchange for common shares of eShippers (the “Common Shares“).
ISON is a private company existing under the laws of Singapore. ISON is the 100% owner of Mineracão ISON do Brazil Ltda. which has acquisition agreements and is in the process of transferring 100% of the mineral rights for the Novo Mundo and Buracão gold projects. ISON has also signed a Heads of Terms and expects to sign a farm-in agreement to acquire up to 90% of the Ouro Fino gold project. The Novo Mundo gold project is comprised of 16,735 Ha and is located in the municipality of Novo Mundo in the state of Mato Grosso, Brazil. The Buracão gold project is comprised of 3,995 Ha and is located at the border between the states of Tocantins and Goiás, Brazil. The Ouro Fino gold project is comprised of 11,816 Ha and is located in Niquelândia in the state of Goiás, Brazil.
ISON currently has 51,561,500 shares (“ISON Shares“) issued and outstanding. Other than the ISON Shares, no other securities of ISON are outstanding. Prior to the completion of the RTO, ISON shall complete a private placement of 5,500,000 ISON Shares at a price of US$0.10 per share for gross proceeds of US$550,000 (the “ISON Private Placement“). After completing the ISON Private Placement, ISON will have 57,061,500 ISON Shares issued and outstanding. Part of the proceeds of the ISON Private Placement shall be used to make payments associated with acquisitions costs for the Novo Mundo, Buracão and Ouro Fino gold projects (collectively, the “Projects“).
Further details regarding the business of ISON and the Projects will be provided in subsequent press releases, as well as a filing statement of eShippers to be prepared and filed in respect of the RTO. ISON shall also provide eShippers with a technical report(s) in respect of the Projects compliant with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101“) and acceptable to the Exchange. ISON has retained an independent Qualified Person that has significant experience in completing NI 43-101 compliant technical reports.
Information About the Proposed RTO
The Agreement sets out the general terms of the RTO as currently contemplated by eShippers and ISON. The precise terms and conditions of the RTO will be contained in a definitive agreement (the “Definitive Agreement“), which eShippers and ISON have agreed to negotiate in good faith on or before June 30, 2021.
The RTO will take the form of a share exchange, three-cornered amalgamation or other similar transaction, whereby all of the outstanding ISON Shares will be acquired by eShippers in exchange for a total of 28,530,750 Common Shares. Following the completion of the RTO, ISON will be a wholly-owned subsidiary of eShippers and the business of eShippers (following completion of the RTO, referred to as the “Resulting Issuer“) will be the business of ISON, the directors and management of the Resulting Issuer will be reconstituted as described below, and it is expected that the Resulting Issuer will be listed on the TSX Venture Exchange (the “Exchange“) as a Tier 2 Mining Issuer. The RTO is subject to the approval of the Exchange.
As a condition to the completion of the RTO, eShippers will complete a share consolidation on the basis of 1 new Common Share for each 2 old Common Shares (the “Consolidation“). The Consolidation is expected to be completed immediately prior to the completion of acquisition of the ISON Shares. After completing the Consolidation, eShippers will have 7,030,000 new Common Shares issued and outstanding.
Following the completion of acquisition of the ISON Shares (but without giving effect to the Concurrent Financing defined below), the Resulting Issuer will have 35,560,750 Common Shares issued and outstanding, of which 28,530,750 Common Shares shall be owned by former shareholders of ISON and 7,030,000 Common Shares shall be owned by the pre-RTO shareholders of eShippers.
The parties anticipate that a concurrent private placement would be conducted by eShippers in connection with the RTO in order to provide additional funding for the business of the Resulting Issuer post-RTO, on terms to be determined by ISON and eShippers (the “Concurrent Financing“). The Concurrent Financing is expected to be completed concurrent with the completion of acquisition of the ISON Shares.
The completion of the RTO is subject to the satisfaction of various conditions as are standard for a transaction of this nature, including but not limited to: (i) receipt of all necessary consents, waivers, permissions and approvals for the RTO, including the approval of the Exchange; (ii) the Resulting Issuer satisfying the minimum listing requirements of the Exchange; (iii) the representations, warranties and covenants made by each party being true and correct in all material respects as of the closing date; (iv) no party being in material breach of its obligations under the Definitive Agreement; (v) no event or change occurring that would reasonably likely to have a material adverse effect on either eShippers or ISON; (vi) the completion of the Concurrent Financing, as applicable; (vii) the issuance of the Common Shares in connection with the RTO being exempt from prospectus requirements under applicable securities laws; (viii) ISON providing eShippers with such financial statements for ISON as are required for the RTO; (ix) ISON providing eShippers with a technical report(s) compliant with National Instrument 43-101 – Standards of Disclosure for Mineral Projects in respect of the Projects acceptable to the Exchange; and (x) if required, ISON providing eShippers with a formal valuation and/or title opinions acceptable to the Exchange.
eShippers is not subject to a cease trade order and will not otherwise be suspended from trading on completion of the RTO. No finder’s fees are payable in connection with the RTO.
Board Changes and Name Change
As a condition to the completion of the acquisition of the ISON Shares, the board of directors of the Resulting Issuer will be reconstituted to include three nominees appointed by ISON (being Mr. Christopher Eager, Dr. Marcelo de Carvalho and Mr. Adam Powell) and up to two nominees appointed by eShippers (collectively, the “Board Changes“). The newly reconstituted board of directors will appoint a new CEO, CFO and Corporate Secretary for eShippers.
Mr. Eager has worked in the mining industry for over 30 years. After graduating as a mining engineer he worked in an open-pit gold operation in Australia before moving to Ecuador where he managed a gold mining project. Following the completion of an MBA, Mr. Eager worked in mining project finance for NM Rothschild (Australia). Mr. Eager was a co-founder of the Peruvian-focused copper-gold explorer/developer, Monterrico Metals PLC. This company was listed on AIM in 2002 and was acquired in 2007 at a valuation of just under USD 200 million by way of a general offer for the stock. Mr. Eager was also co-founder and Chairman of Asia Energy PLC which listed on AIM in 2004. Since then, Mr. Eager was involved in mining projects in Southern Africa and was a co-founder of Coal Mont that had a premium hard coking coal project in British Columbia. Mr. Eager moved to Brazil in 2016 where he has been developing ISON portfolio of mining projects.
Dr. Carvalho earned his PhD in Regional Geology and Metallogenesis from the University of Campinas (Brazil), part of which was completed at the University of Western Australia. Dr. Carvalho has over 20 years experience in exploration and project development in Brazil and Latin America. Included in Dr. Carvalho’s prior successes from discover to feasibility is the 2Moz Pilar Mine, which until recently was operated by Equinox Gold. He has extensive experience in exploring, defining resources and operating in all of the districts ISON is focused on.
Mr. Powell has over 20 years experience as a senior corporate commercial lawyer, having qualified as a solicitor in England and Wales in 2001. He has significant international experience advising private and public companies, including London Stock Exchange listed companies. He has been a legal advisor for AIM IPOs, including Monterrico Metals PLC, and was a partner in a London law firm before spending the last five years working for one of the largest law firms in the Middle East. He has now returned to the United Kingdom. Mr. Powell has a Masters in Law (LLM) from the University of Dundee, Centre of Energy, Petroleum and Mineral Law & Policy.
In connection with the RTO, eShippers will also change its name to “Resouro Gold Inc.” or such other name as shall be designated by ISON.
Shareholder and Regulatory Requirements/Approvals
If applicable and as required, eShippers will hold a meeting of its shareholders to seek shareholder approval of: (i) the Board Changes; and (ii) the Concurrent Financing including, if applicable, the creation of any new “Control Persons” (as defined in the policies of the Exchange). If applicable, eShippers will call and provide notice of the record and meeting dates for such shareholders meeting as soon as practicable after the execution of the Definitive Agreement.
Subject to the consent of the Exchange, eShippers will not seek shareholder approval to complete the RTO in accordance with the provisions of Exchange Policy 5.2 – Changes of Business and Reverse Takeovers since the RTO is not a Related Party Transaction (as defined in the rules and policies of the Exchange), no circumstances exist which may compromise the independence of eShippers or the interested parties (in particular, eShippers’s directors and senior officers) with respect to the RTO, no aspect of the RTO requires the approval of shareholders of eShippers under applicable corporate and securities laws, eShippers is without active operations and is listed on the NEX board of the Exchange, and the Common Shares will resume trading on completion of the RTO.
Notwithstanding the above, the RTO may be subject to Exchange Policy 2.10 – Listing of Emerging Market Issuers and, if applicable, eShippers and ISON will use their best efforts to satisfy all of the Exchange requirements that may be imposed pursuant to Policy 2.10.
The Common Shares issuable in connection with the RTO may be subject to Exchange escrow or seed share resale restrictions and to hold periods as required pursuant to the requirements of Exchange Policy 5.4 – Escrow, Vendor Consideration and Resale Restrictions and applicable securities laws.
Sponsorship of the RTO is required under Exchange Policy 2.2 – Sponsorship and Sponsorship Requirements unless an exemption from the sponsorship requirement is available. eShippers intends to apply for a waiver from the sponsorship requirements. There is no assurance that eShippers will be able to obtain such a waiver.
The RTO will be completed pursuant to, and in strict accordance with, applicable corporate and securities law requirements and available exemptions under applicable securities laws.
Further details about the RTO, including further particulars of the business of ISON and the Resulting Issuer, the Projects and the Concurrent Financing, will be provided in subsequent press releases as required by the Exchange, as well as a filing statement of eShippers to be prepared and filed in respect of the RTO. Investors are cautioned that, except as disclosed in the filing statement, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of eShippers should be considered highly speculative.
All information contained in this press release with respect to eShippers and ISON was supplied for inclusion herein by the respective parties and each party and its directors and officers have relied on the other party for any information concerning the other party.
Trading of the Common Shares has been halted and will not resume until completion of the RTO. Upon completion of the RTO. Issuance of the Final Exchange Bulletin and the resumption of trading in the Resulting Issuer’s shares on the Exchange remains subject to the completing of customary filings required by the policies of the Exchange.
Completion of the RTO is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the RTO cannot close until the required shareholder approval is obtained. There can be no assurance that the RTO will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the RTO, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of eShippers should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed RTO and has neither approved nor disapproved the contents of this press release.
For further information please contact Leo Berezan, President of eShippers, by email at firstname.lastname@example.org or by phone at (604) 240-3064.
Notice on Forward-Looking Information
Information set forth in this news release contains forward-looking statements. These statements reflect management’s current estimates, beliefs, intentions and expectations regarding the future, including, but not limited to, eShippers’s completion of the RTO and related transactions, eShippers entering into the Definitive Agreement, the completion of any Concurrent Financing, the proposed directors and officers of eShippers and the conditions to be satisfied for the completion of the RTO. Such statements are not guarantees of future performance. They are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements, including risks related to factors beyond the control of eShippers. Such factors include, among other things: the parties may not enter into the Definitive Agreement; the requisite corporate approvals of the directors and shareholders of the parties may not be obtained; the Exchange may not approve the RTO; sufficient funds may not be available or raised pursuant to any Concurrent Financing; and other risks that are customary to transactions of this nature. 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 eShippers will obtain from them. Except as required under applicable securities legislation, eShippers undertakes no obligation to publicly update or revise forward-looking information.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this release.