VANCOUVER, March 25, 2014 /CNW/ - Network Exploration Ltd. (the "Company" or "Network") (TSX.V: NET) announces that its board of directors has approved a resolution consolidating the Company's issued and outstanding common shares on the basis of one new common share for every ten existing common shares.
The Consolidation was approved at a special meeting of the Company's shareholders on August 20, 2013 and the board of directors believes that the consolidation is necessary to provide the Company with the opportunity to complete financings. The Board does not intend to change the name nor the ticker symbol of the Company upon completion of the consolidation of its common shares.
The Company currently has 52,623,980 issued and outstanding common shares. On a ten (10) for one (1) basis (the "Consolidation Ratio"), the Company would have approximately 5,262,398 shares outstanding following the consolidation. The exact number of post-consolidated shares will vary depending on the treatment of fractional shares that would occur when each shareholder's holdings in the Company are consolidated. Outstanding stock options and warrants would similarly be adjusted by the Consolidation Ratio.
The consolidation is subject to TSX Venture Exchange acceptance.
The Company is proposing to complete a non-brokered private placement of up to 4,000,000 units (the "Units") at a price of $0.05 per Unit for gross proceeds of up to $200,000 on a post-consolidated basis following the completion of the Company's share consolidation. Each Unit will consist of one common share of the Company and one-quarter of one share purchase warrant. Each whole warrant will be exercisable into one share at a price of 10 cents per share for two years from the date of issuance. The Units will be made available by way of a private placement exemption to accredited investors (as such term is defined in National Instrument 45-106 - Prospectus and Registration Exemptions) in Canada and to certain other qualified investors as the Company may agree.
Closing of the private placement is subject to TSX Venture Exchange approval.
The Company also announces that it has entered into agreements with certain of its creditors pursuant to which it has agreed to settle debt in an aggregate amount of approximately $430,000 in exchange for the issuance of an aggregate of approximately 8,600,000 post-consolidated common shares and 2,150,000 post-consolidated share purchase warrants. Each whole warrant will be exercisable into one share at a price of 10 cents per share for two years from the date of issuance.. The debt settlement will be based at a deemed price of 0.05 per share on a post-consolidated basis.
Closing of the debt settlement is subject to TSX Venture Exchange approval.
The Company will close the financing and the debt settlement and issue the common shares and warrants for each once the financing and debt settlement documentation has been accepted and approved by the Exchange. The common shares and warrants issued pursuant to the financing and the debt settlement will be subject to a four-month hold period.
Network Exploration Ltd. is a mineral exploration company committed to building shareholder value through the acquisition of base and precious metal properties in South America. For additional information, please contact the office at 604-638-7363 or toll-free at 1-866-637-5138, or visit www.networkexploration.com.
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 release.
ON BEHALF OF THE BOARD OF DIRECTORS
This news release may contain forward-looking statements based on assumptions and judgments of management regarding future events or results. Such statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements. The Company disclaims any intention or obligation to revise or update such statements.
SOURCE: Network Exploration Ltd.
For further information:
please contact the office at 604-638-7363 or toll-free at 1-866-637-5138, or visit www.networkexploration.com.