Boxxer Provides update on proposed $130,000 private placement with Key Venture Capital Inc.
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CALGARY, March 20, 2014 /CNW/ - Boxxer Gold Corp. (BXX-TSXV/OTC-BXXRF) (the "Company", or "Boxxer"): Further to a news release issued on January 30, 2014, Boxxer is pleased to announce that it has entered into a subscription agreement (the "Subscription Agreement") with Key Venture Capital Inc. ("Key"), a capital pool company, in relation to the participation by Key in a maximum $130,000 financing of Boxxer (the "Private Placement"). Pursuant to the terms of the Subscription Agreement, Key will purchase a minimum of 2,400,000 units ($120,000) and a maximum of 2,600,000 units ($130,000) of Boxxer (the "Boxxer Units") at a price of $0.05 per Boxxer Unit. Key intends that the Private Placement and subsequent Distribution and Dissolution (as described January 30, 2014 news release) will constitute Key's "Qualifying Transaction" pursuant to Policy 2.4 of the TSX Venture Exchange (the "TSXV"). Pursuant to the Private Placement, each Boxxer Unit shall consist of one common share and one transferable share purchase warrant (a "Warrant"). Each Warrant shall be exercisable for five years at $0.05 per share and is subject to accelerated expiry provisions such that if at any time after the completion of the Private Placement the closing price of the common shares of Boxxer on the TSXV is at least $0.10 per share for 15 consecutive days, Boxxer may give notice that each Warrant will expire 15 business days from the date of providing such notice.
Boxxer also announces that Key has filed on SEDAR its information circular dated March 10, 2014 (the "Circular") in relation to the proposed Qualifying Transaction of Key and the proposed Private Placement. For further information on the proposed Qualifying Transaction of Key and the proposed Private Placement, please see Boxxer's news release dated January 30, 2014 and the Circular.
Boxxer is also pleased to announce that it has conditionally appointed Sophia Leung, the Chief Executive Officer and a director of Key, to the Board of Directors of Boxxer with such appointment to be conditional upon, and only effective upon, the closing of the Private Placement and the subsequent Distribution and Dissolution. Ms. Leung will only be appointed to the Board of Directors of Boxxer if the Private Placement closes and the Distribution and the Dissolution occur.
Sophia Leung is a Member of the Order of Canada, and the Chief Executive Officer and a director of Key. Ms. Leung obtained a Bachelor of Science at the University of Pittsburgh, U.S.A. in 1957 and a Masters Degree from the University of British Columbia in 1966. She has focused her career in community development and public services as a member of Parliament in the House of Commons from 1997 to 2004. Ms. Leung serves as a director of GLG Life Tech Corp. (since 2007), a public company which supplies high grade stevia extracts, a natural, zero-calorie sweetener used in food and beverages.
The closing of the proposed Qualifying Transaction of Key, and as a result, the Private Placement, Distribution, Dissolution and the appointment of Ms. Leung to the Board of Directors of Boxxer, are subject to a number of conditions, including but not limited to, the receipt of all requisite regulatory approvals, including final TSXV acceptance of the Key Qualifying Transaction, and the approval of Key's shareholders. The TSXV's final acceptance of the Qualifying Transaction will be conditional upon, among other things, the receipt of majority of minority Key shareholder approval of the Qualifying Transaction, Key shareholder approval of the Distribution and Key shareholder approval of the Dissolution. The proposed Qualified Transaction cannot close until the required Key shareholder approvals are obtained. There can be no assurance that the Key Qualifying Transaction, and as a result, the Private Placement, Distribution, Dissolution and the appointment of Ms. Leung to the Board of Directors of Boxxer, will be completed as proposed or at all.
About Boxxer Gold Corp.
Boxxer is a Canadian junior resource company involved in the exploration for large polymetallic copper deposits in North America. Boxxer's active projects include the Boss and Buena Vista copper projects in the state of Nevada, the Empire copper-gold-silver property in Idaho, the DOK copper-gold porphyry property in Northwest B.C., and the East Breccia copper-silver-molybdenum property in Ontario. Boxxer also has the Gordon Lake gold project located 110 kilometres north of Yellowknife NWT, Canada.
For more information on Boxxer please visit our website at www.boxxergold.com or contact Boxxer Gold Corp.
Neither the 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.
Forward-Looking Information: This news release may contain certain forward-looking information. All statements included herein, other than statements of historical fact, are forward-looking information and such information involves various risks and uncertainties. In particular, this news release contains forward-looking information regarding: the Private Placement, the Qualifying Transaction, the Distribution , the Dissolution and the appointment of Sophia Leung to the Board of Directors of Boxxer. There can be no assurance that such forward-looking information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such forward-looking information. This forward-looking information reflects Boxxer's current beliefs and is based on information currently available to Boxxer and on assumptions Boxxer believes are reasonable. These assumptions include, but are not limited to: the approval of the Private Placement and the Qualifying Transaction by the board of directors of Boxxer and Key, the shareholders of Key and the TSXV; market conditions and the market price of Boxxer's common shares at the time of the Private Placement; the ability of Key to complete the Qualifying Transaction, the Distribution and the Dissolution efficiently such that a minimum of $120,000 will be available for the Private Placement; the debt obligations, costs and cash resources of Key being such that a minimum of $120,000 will be available for the Private Placement; and the acceptance by the TSXV of Ms. Leung as a director of Boxxer. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, levels of activity, performance or achievements of Boxxer to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: general business, economic, competitive, political and social uncertainties; capital market conditions and market prices for securities and junior market securities; the actual results of Boxxer's business operations including its exploration operations; natural resource company market conditions and the market conditions of the natural resource industry in general; competition; changes in legislation, including environmental legislation, affecting the Boxxer; timing and availability of external financing on acceptable terms; and lack of qualified, skilled labour or loss of key individuals. A description of additional assumptions used to develop such forward-looking information and a description of additional risk factors that may cause actual results to differ materially from forward-looking information can be found in Boxxer's disclosure documents on the SEDAR website at www.sedar.com. Although Boxxer has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. Boxxer does not undertake to update any forward-looking information except in accordance with applicable securities laws.
SOURCE Boxxer Gold Corp.For further information:
Elmer B. Stewart
President and Chief Executive Officer
Macam Investor Relations