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CALGARY, Jan. 30, 2014 /CNW/ - Boxxer Gold Corp. (BXX-TSXV/OTC-BXXRF)
(the "Company, or Boxxer"), is pleased to announce that it has entered into a non-binding term
sheet (the "Term Sheet") with Key Venture Capital Inc. (KVC.H) ("Key"), a capital pool company, in relation to a private placement (the "Private Placement"). Pursuant to the Term Sheet, Key will participate in the Private
Placement by purchasing an aggregate of approximately $130,000 of units
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
below) 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 non-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
does not anticipate any new Control Person (as such term is defined in
TSXV policies) will be created in connection with the Private
Placement. Key's Qualifying Transaction is an arm's length transaction
for the purposes of the TSXV.
Pursuant to the Term Sheet, Key will invest all of its available cash
reserves in the Private Placement, except for certain funds required to
complete the Qualifying Transaction of Key, including the Distribution
and Dissolution, such that it is currently anticipated that the
aggregate funds available for the Private Placement from Key will be
approximately $130,000 in cash. Following the completion of the
Private Placement, Key will undertake the necessary steps to allow it
to distribute the Boxxer Units pro rata to its shareholders (the "Distribution") and thereafter to be delisted and dissolved (the "Dissolution"). It is anticipated that all Boxxer Units distributed to Key's
shareholders will be subject to a statutory four month hold period.
Boxxer and Key anticipate completing the Private Placement shortly
following receipt of the necessary Key shareholder approvals (discussed
below), after which Key will commence the Distribution and the
The closing of the proposed Qualifying Transaction of Key, and as a
result, the Private Placement, 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 by special resolution and Key shareholder approval of the
Dissolution by an ordinary resolution. For this purpose, Key will
schedule an annual general and special meeting of its shareholders.
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,
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.
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 and the Dissolution.
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 $130,000 will be
available for the Private Placement; and the debt obligations, costs
and cash resources of Key being such that $130,000 will be available
for the Private Placement. 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:
on Boxxer please visit our website at www.boxxergold.com or contact Boxxer Gold Corp.
Elmer B. Stewart
President and Chief Executive Officer
Macam Investor Relations