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CALGARY, Sept. 26, 2016 /CNW/ - Metropolitan Energy Corp. (NEX: MOE.H) ("Metropolitan" or the "Company") is pleased to announce the consolidation (the "Share Consolidation") of its common shares (the "Common Shares") as well as a non-brokered private placement (the "Offering").
The Share Consolidation
On July 22, 2016, the Company's shareholders approved, among other things, the Share Consolidation and the Offering. The Company expects to implement the Share Consolidation immediately prior to the closing of the Offering on the basis of six (6) pre-consolidation Common Shares for each one (1) post-consolidation Common Share. Following the Share Consolidation, but prior to completion of the Offering, the Company expects that there will be 1,523,417 Common Shares issued and outstanding.
In connection with the Offering, the Company anticipates issuing up to 11,111,111 post-consolidation Common Shares at a price of $0.0675 per share for aggregate gross proceeds of up to $750,000.
The net proceeds of the Offering will be used by Metropolitan to pay a portion of existing debt obligations, to evaluate acquisition opportunities and for general working capital purposes. The Common Shares issued pursuant to the Offering will be subject to a hold period of four months and a day from the closing date in accordance with the policies of the TSX Venture Exchange (the "Exchange") and applicable Canadian securities laws.
In connection with the Offering, the Company proposes to pay a cash finder's fee to certain persons, all in accordance with Exchange policies.
The Company anticipates that insiders, including directors of the Company, may participate in the Offering. If insiders participate in the Offering, the Offering may be a "related party transaction" under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
Closing of the Offering is subject to all requisite regulatory approvals, including without limitation the approval of the Exchange.
Certain statements in this news release are forward-looking statements, including with respect to the proposed Offering, and the consolidation of the Company's Common Shares. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. 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. 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 Company will obtain from them. These forward-looking statements reflect management's current views and are based on certain expectations, estimates and assumptions which may prove to be incorrect. A number of risks and uncertainties could cause our actual results to differ materially from those expressed or implied by the forward-looking statements, as well as other factors beyond the Company's control. Such other factors include the inability to obtain required regulatory approvals.
The forward-looking statements contained in this news release are made as of the date hereof, and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, except as required by law.
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 Press Release.
This news release does not constitute an offer to sell or a solicitation of any offer to buy the Common Shares in the United States. The Common Shares have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption for the registration requirements of such Act.
SOURCE Metropolitan Energy Corp.
For further information: Michael G. Thomson, Director, Telephone: (604) 312-4777, Calgary Office: (403) 303-2770, Email: [email protected]