VANCOUVER, British Columbia, March 15, 2018 (GLOBE NEWSWIRE) -- Belvedere Resources Ltd. (TSX-V:BEL) (the "Company") is pleased to announce the closing of its previously announced shares for debt transactions (the "Settlements") wherein it settled debts owed by the Company to Brian Hinchcliffe ("Mr. Hinchcliffe") and to Zila Corporation ("Zila"), totaling an aggregate CAD$1,200,000.00, in exchange for a total of 19,999,999 common shares at CAD$0.06 per share in the capital stock of the Company ("Common Shares"). These shares for debt transactions were announced by the Company on November 20, 2017, in addition to a comparably valued non-brokered private placement.
Now that the Company has been able to deal with these outstanding debts, management is focused on examining what financial and strategic alternatives may be available.
Early Warning Reporting
Pursuant to the Settlements, Mr. Hinchcliffe (c/o 1600, 421 7th Avenue SW, Calgary, Alberta, T2P 4K9) has acquired an aggregate of 10,833,333 Common Shares in exchange for the settlement of CAD$650,000.00 in debt. Together with the 2,342,856 Common Shares held immediately before the Settlements (representing 2.44% of the outstanding Common Shares immediately prior to the Settlements), Mr. Hinchcliffe holds 13,176,189 Common Shares upon completion of the Settlements (representing 11.3% of the outstanding Common Shares). In addition, subject to applicable law, Mr. Hinchcliffe may in the future acquire or dispose of securities of the Company, through the market, privately or otherwise, as circumstances or market conditions warrant.
Pursuant to the Settlements, Zila (c/o GMS, BP 66, 5 Avenue, Saint Laurent, 98000, Monaco) has acquired an aggregate of 9,166,666 Common Shares in exchange for the settlement of CAD$550,000.00 in debt. Together with the 13,441,326 Common Shares held immediately before the Settlements (representing 14% of the outstanding Common Shares immediately prior to the Settlements), Zila holds 22,607,991 Common Shares upon completion of the Settlements (representing 19.5% of the outstanding Common Shares). In addition, subject to applicable law, Zila may in the future acquire or dispose of securities of the Company, through the market, privately or otherwise, as circumstances or market conditions warrant.
A copy of the early warning reports required to be filed by Mr. Hinchcliffe and Zila with applicable securities commissions in connection with this acquisition will be available for viewing under the Company’s profile on SEDAR at www.sedar.com and a copy of the early warning reports may be obtained by contacting +1 (403) 298-1049.
Related Party Disclosure
Upon completion of the Settlements, Mr. Hinchcliffe, a director and officer of the Company, now owns or controls an aggregate of 13,176,189 Common Shares, representing 11.3% of the outstanding Common Shares. Mr. Hinchcliffe’s participation in the Settlements constitutes a “related party transaction" as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, which has been adopted by the TSX Venture Exchange pursuant to its Policy 5.9 - Protection of Minority Security Holders in Special Transactions.
Furthermore, Zila, an insider of the Company, now owns or controls an aggregate of 22,607,991 Common Shares, representing 19.5% of the outstanding Common Shares. Zila’s participation in the Settlements constitutes a “related party transaction" as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, which has been adopted by the TSX Venture Exchange pursuant to its Policy 5.9 - Protection of Minority Security Holders in Special Transactions.
However, the transactions constituting the Settlements are exempt from the formal valuation and minority shareholder approval requirements of such instrument and policy, as the Company's common shares are listed on the TSX Venture Exchange and, in respect of the minority shareholder approval requirement, the fair market value of consideration to be received pursuant to the Settlements does not exceed 25% of the Company’s market capitalization.
BELVEDERE RESOURCES LTD.
Brian Hinchcliffe, Executive Chairman
c/o 82 Richmond Street East, Suite 200, Toronto, ON, M5C 1P1
Tel. +1 (914) 815 2773
bhinch3@gmail.com
www.belvedere-resources.com
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Certain information set out in this news release constitutes forward-looking information. Forward looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "intend", "could", "might", "should", "believe" and similar expressions. In particular, this news release contains forward-looking statements in respect of among other things, the ability of the Company to identify and complete strategic actions or else restructure itself. Forward-looking statements are based upon the opinions and expectations of management of the Company as at the effective date of such statements and, in certain cases, information provided or disseminated by third parties. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, and that information obtained from third party sources is reliable, they can give no assurance that those expectations will prove to have been correct. Readers are cautioned not to place undue reliance on forward-looking statements included in this document, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, which may cause actual results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, risk factors set forth in the Company’s most recent management's discussion and analysis, a copy of which is filed on SEDAR at www.SEDAR.com, and readers are cautioned that the risk factors disclosed therein should not be construed as exhaustive. These statements are made as at the date hereof and unless otherwise required by law, the Company does not intend, or assume any obligation, to update these forward-looking statements.