ACME RESOURCES CORP.
NEX BOARD: ACY.H
TORONTO, Nov. 21, 2013 /CNW/ - ACME Resources Corp. (NEX Board: ACY.H),
a capital pool company, ("ACME" or the "Corporation") and Forrester Resources Corp. ("Forrester"), a private Yukon corporation based in Toronto, Ontario, are pleased
to announce that Forrester has completed the non-brokered private
placement (the "Forrester Private Placement") previously announced on October 16, 2013.
The Forrester Private Placement consisted of a total of 6,093,575 units
(the "Units") of Forrester at a price of $0.08 per Unit, for total
aggregate gross proceeds of $487,486. Each Unit is comprised of one
common share of Forrester (each, a "Forrester Common Share") and one
half of one common share purchase warrant of Forrester (each, a
"Forrester Warrant"), with each whole Forrester Warrant exercisable for
a period of 36 months from the date of issuance into one common share
of Forrester (each, a "Forrester Warrant Share") at $0.18 per Forrester Warrant Share.
A finder's fee comprised of a 6% cash commission and a 6% finder's
warrant exercisable for a period of 12 months on the same terms as the
Units, were paid to certain persons in respect of subscribers who were
referred to Forrester and who participated in the Forrester Private
The Forrester Private Placement has been completed in connection with a
proposed business combination that will result in a reverse take-over
of ACME by Forrester and the listing for trade of the common shares of
the resulting issuer on the TSX Venture Exchange (the "Transaction") (see press release dated October 16, 2013 available on www.sedar.com, for a detailed description of the Transaction). Pursuant to the terms
of the Transaction, ACME securities will be issued to the holders of
Forrester securities in exchange for all of the issued and outstanding
Forrester securities on the basis of 1.5 ACME securities for each one
(1) Forrester security, including the securities issued pursuant to the
Forrester Private Placement.
The Transaction, when completed, will constitute the Qualifying
Transaction of the Corporation pursuant to Policy 2.4 of the TSXV
Corporate Finance Manual. The Transaction will not constitute a Non
Arm's Length Qualifying Transaction, as defined in the policies of the
TSXV and, as such, it is not anticipated that the approval of the
shareholders of ACME will be required.
The net proceeds raised through the Forrester Private Placement will be
used for the advancement of Forrester's Las Princesas property in
Northern Peru, expenses related to the completion of the Transaction
and general working capital purposes.
ACME's common shares are currently halted and ACME anticipates they will
remain halted until the documentation required by the TSXV for the
proposed Transaction can be provided to the TSXV.
Information about Forrester Resources Corp.
Forrester is a private precious metals exploration and development
company. It is currently active in the country of Peru and continually
looking for near-term production opportunities within the Americas.
Forrester's key asset is Las Princesas property. Pursuant to an option
agreement with an effective date of December 13, 2011, between Minera
Forrester SAC, a subsidiary of Forrester; Vena Resources Ltd., a
company listed on the Toronto Stock Exchange; and Compania Minera
Aurifera del Norte SAC, a Peruvian subsidiary of Vena, Forrester has
the right to acquire up to an 85-per-cent interest in the Las Princesas
property, which consists of two contiguous mining concessions totaling
approximately 1,030 hectares in size. The Las Princesas property is
located in the department of La Libertad, province of Santiago de
Chuco, in northern Peru, between Barrick Gold Corp.'s Lagunas
Norte/Alto Chicama property and the Quiruvilca mine, formerly owned by
Pan American Silver Corp. and now owned by Southern Peaks Mining LP.
Las Princesas property has a common border with the latter. The
Quiruvilca mine and concentrator plan are located in close proximity to
the Las Princesas Property.
Please see the Company's press releases dated October 16 and October 23,
2013, which are available on SEDAR under ACME, for further information
regarding Forrester, the Transaction and the Las Princesas property.
Completion of the Transaction is subject to a number of conditions,
including but not limited to, TSXV acceptance and, if applicable
pursuant to TSXV requirements, majority of the minority approval of the
shareholders of ACME. Where applicable, the Transaction cannot close
until the required shareholder approval is obtained. There can be no
assurance that the Transaction 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 Transaction, any information released or received with respect
to the Transaction may not be accurate or complete and should not be
relied upon. Trading in the securities of a capital pool company should
be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed
Transaction and has neither approved nor disapproved the contents of
this press release. Neither the TSXV nor its Regulation Services
Provider (as that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this release.
This press release contains forward-looking information within the
meaning of Canadian securities laws. Such information includes, without
limitation, information regarding the completion of the proposed
Transaction , and the anticipated business plan of ACME subsequent to
completion of the Transaction. Although ACME believes that such
information is reasonable, it can give no assurance that such
expectations will prove to be correct.
Forward-looking information is typically identified by words such as:
believe, expect, anticipate, intend, estimate, postulate and similar
expressions, or are those, which, by their nature, refer to future
events. ACME cautions investors that any forward-looking information
provided by ACME are not guarantees of future results or performance,
and that actual results may differ materially from those in forward
looking information as a result of various factors, including, but not
limited to: ACME's ability to complete the proposed Transaction; the
state of the financial markets for ACME's equity securities; the state
of the market for gold or other minerals that may be produced generally
by the resulting issuer in the event the Transaction is completed;
recent market volatility; ACME's ability to raise the necessary capital
or to be fully able to implement its business strategies; and other
risks and factors that ACME is unaware of at this time. The reader is
referred to ACME's most recent annual and interim Management's
Discussion and Analysis for a more complete discussion of such risk
factors and their potential effects, copies of which may be accessed
through ACME's page on SEDAR at www.sedar.com.
SOURCE: Forrester Resources Corp.
For further information:
ACME RESOURCES CORP.
Chief Executive Officer
Telephone: (416) 360-8006
FORRESTER RESOURCES CORP.
President and Chief Executive Officer
Telephone: (416) 599-7363