VANCOUVER, Oct. 20, 2014 /CNW/ - Westminster Resources Ltd will be immediately filing for, and seeking approval of, documents relating to the consolidation of the company's issued and outstanding share capital with the TSX Venture Exchange. The intended consolidation will be on a basis of one postconsolidation common share for every 10 preconsolidation common shares. This consolidation will reduce the issued and outstanding shares of the company from 113,272,926 to 11,327,292 shares, assuming no other change in the issued capital. The company's outstanding options and warrants will also be adjusted on the same basis (1 for 10) as the common shares, with proportionate adjustments being made to exercise prices.
No fractional common shares will be issued, and no cash will be paid in lieu of fractional postconsolidation common shares. The number of postconsolidation common shares to be received by a shareholder will be rounded down to the nearest whole common share. A letter of transmittal will be mailed to shareholders advising that: (i) the consolidation has taken effect; and (ii) shareholders should surrender their existing share certificates (representing preconsolidation common shares) for replacement share certificates (representing postconsolidation common shares). Until surrendered, each existing share certificate will be deemed, for all purposes, to represent the number of common shares to which the holder thereof is entitled as a result of the consolidation.
The board of directors believes that the proposed share consolidation will better position the company to raise the funds it requires to finance continuing business activities and advance its mineral properties.
The company's articles of incorporation authorize the board of directors to approve certain changes to the company's capital structure, including the consolidation. As such, shareholder approval is not required. The consolidation is subject to approval by the TSX Venture Exchange. The company does not intend to change its name or its current trading symbol in connection with the proposed share consolidation. The effective date of the consolidation will be disclosed in a subsequent news release. Notwithstanding the foregoing, the board of directors may, at its discretion, determine not to effect the consolidation.
ON BEHALF OF THE BOARD OF DIRECTORS
WESTMINSTER RESOURCES LTD.
"Glen J. Indra"
Managed by an experienced exploration team, Westminster is focused on exploring and developing prospects on a land package of approximately 53,613 hectares of contiguous mineral concessions in Sonora, Mexico. These concessions constitute a mineral district scale property serviced by roads, power and water.
Westminster's exploration continues in 2014 on its 53,613 hectares of mineral concessions where numerous prospective mineralized targets have been identified.
This news release may contain forward-looking information which is not comprised of historical facts. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward looking information in this news release may include, but is not limited to, the Company's objectives, goals or future plans. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, those risks set out in the Company's public documents filed on SEDAR. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law. The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
SOURCE: Westminster Resources Ltd.
For further information: regarding Westminster Resources Ltd., please contact Bill Conlin or Fulvio Scrigner at 604-608-0400, Toll Free: 1-877-608-0007 or visit our website at www.westminsterres.com