Almo Capital Corp. Announces Private Placement and Change to Board of Directors
Thursday, April 14, 2016 6:56 PM
VANCOUVER, BC / ACCESSWIRE / April 14, 2016 / Almo Capital Corp. (TSXV: APT) announces the resignations of Ram Vallabh (as a director and the CEO and president of the Company), Amit Agarwal (as a director) and Ena Agarwal (as the CFO of the Company). Randip S. Minhas and Amit Kumar have been appointed as directors in their stead. David Robinson has been appointed CEO and President of the Company and Mr. Minhas has been appointed CFO. The board of directors wishes to extend its appreciation to Ram Vallabh, Amit Agarwal and Ena Agarwal for their many years of service to the Company.
The Company also announces a non-brokered private placement (the "Private Placement") of up to 2,000,000 units (the "Units") at a price of $.075 per Unit for gross proceeds of up to $150,000. Each Unit is comprised of one common share and one share purchase warrant. Each warrant will entitle the holder to acquire one additional common share in the capital of the Company at a price of $0.15 per share for a period of two years from the date the Units are issued. The private placement is subject to approval of the TSX Venture Exchange.
A portion of the Private Placement will be completed in accordance with the exemption set out in BC Instrument 45-536 (Exemption from prospectus requirement for certain distributions through an investment dealer) (the "Investment Dealer Exemption"). Assuming the Private Placement is fully subscribed, the Company plans to allocate the gross proceeds of the Private Placement to: (i) mineral exploration work ($80,000) and (ii) general working capital ($70,000).
If the Private Placement is not fully subscribed, the Company will apply the proceeds to the above uses in priority and in such proportions as the Board of Directors and management of the Company determine is in the best interests of the Company. Although the Company intends to use the proceeds of the Private Placement as described above, the actual allocation of proceeds may vary from the uses set out above depending on future operations, events or opportunities.
Failure to complete such a financing and to conduct a minimum work program on its mineral properties may result in the Company failing to meet continued listing requirements for a Tier 2 listing and result in the Company being assigned to the NEX board of the TSX Venture Exchange.
The Company also provides a corporate update. As a result of the completion of a second transfer of 2,200,000 shares from the direct and indirect holdings of Ram Vallabh to 1062954 B.C. Ltd. ("AcquireCo"), currently controls approximately 2,200,000 (41%) shares of the Company. AcquireCo has also subscribed for 1,200,000 units in the private placement (the "First Private Placement") announced by the Company on February 3, 2016 and March 3, 2016. The Company has received conditional acceptance for the First Private Placement and continues to pursue satisfaction of the Exchange's approval conditions.
In accordance with the requirements of the Investment Dealer Exemption, the Company confirms there is no material fact or material change related to the Company which has not been generally disclosed.
The Company is currently focused on retaining and developing certain claims within its DD and Moore Properties, in both of which the Company owns a 100% interest. The Company has decided to allow some of its properties it considers of lesser importance to lapse including claims comprising its Nickel-Cobalt-Magnesium-Gold Property claim group. The Company continues to seek opportunities to acquire properties of merit.
The Private Placement securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "1933 Act"), or under any state securities laws, and may not be offered or sold, directly or indirectly, or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or a solicitation to buy such securities in the United States.
For further information, please contact:
David Robinson, Chief Executive Officer
Almo Capital Corp.
Email: [email protected]
The TSX Venture Exchange has not reviewed and does not accept responsibility for the accuracy or adequacy of this release. Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release contains forward‑looking statements. All statements, other than statements of historical fact, constitute "forward‑looking statements" and include any information that addresses activities, events or developments that the Company believes, expects or anticipates will or may occur in the future including the Company's strategy, plans or future financial or operating performance and other statements that express management's expectations or estimates of future performance.
Forward‑looking statements are generally identifiable by the use of the words "may", "will", "should", "continue", "expect", "anticipate", "estimate", "believe", "intend", "plan" or "project" or the negative of these words or other variations on these words or comparable terminology. These statements, however, are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed, implied by or projected in the forward‑looking information or statements. Important factors that could cause actual results to differ from these forward‑looking statements include but are not limited to the ability of the Company to attract financing and the general market conditions of the industry in which the Company operate and the other factors discussed in the sections relating to risk factors discussed in the Company's continuous disclosure filings on SEDAR.
There can be no assurance that any forward‑looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader should not place any undue reliance on forward‑looking information or statements. Except as required by law, the Company does not intend to revise or update these forward‑looking statements after the date of this document or to revise them to reflect the occurrence of future unanticipated events.
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SOURCE: Almo Capital Corp.