TORONTO, ONTARIO -- (Marketwired) -- 01/20/16 -- Eurotin Inc. ("Eurotin" or the "Company") (TSX VENTURE: TIN) is pleased to announce proposed shares for debt transactions (the "Shares for Debt Transactions") in which the Company proposes to issue up to 10,053,333 post-consolidation common shares (the "Post-Consolidation Shares") at a price of $0.15 per Post-Consolidation Share. As a condition to the Shares for Debt Transactions, the Company intends to complete a consolidation of its common shares on the basis of one Post-Consolidation Share for every ten common shares currently outstanding (the "Consolidation").
As part of the Shares for Debt Transactions, Mark Wellings ("Wellings"), the Company's Chief Executive Officer and President, has agreed to convert up to $1,200,000, consisting of approximately $1,100,000 currently owed to him and up to an additional $100,000 which may be advanced by him to the Company, in exchange for up to 8,000,000 Post-Consolidation Shares. All amounts to be converted by Wellings represent indebtedness for cash advances previously made by Wellings to the Company. The balance of the Shares for Debt Transactions ($308,000) are with arm's length service providers for amounts owing to them for services previously provided to the Company.
If the maximum number of Post-Consolidation Shares are issued pursuant to the Shares for Debt Transactions, Wellings will hold, directly and indirectly, 38.2% of the issued and outstanding Post-Consolidation Shares (on a non-diluted basis) and become a "Control Person" (as that term is defined in the policies of the TSX Venture Exchange (the "TSXV")).
In accordance with the policies of the TSXV and Multi-Lateral Instrument 61-101 disinterested shareholder approval is required for the creation of a new Control Person and the issuance of the Post-Consolidation Shares to a related party, respectively. Disinterested shareholder approval will be sought at an Annual and Special Shareholders Meeting (the "Meeting"), which has been scheduled for February 24, 2016. At the Meeting, shareholder approval will also be sought for the Consolidation.
In addition to the shareholder approvals described above, completion of the Shares for Debt Transactions and the Consolidation are conditional upon obtaining TSXV approval. Any securities to be issued by the Company pursuant to the Shares for Debt Transactions will be subject to a four month hold period.
Wellings has a long-term view of the investment and may acquire common shares of the Company either on the open market or through private acquisitions or sell the common shares on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors.
Forward-Looking Statements
This news release contains forward-looking statements and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact included in this release, including, without limitation, statements regarding the Consolidation and Shares for Debt Transactions, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations are risks detailed from time to time in the filings made by the Company with securities regulators.
The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. As a result, the Company cannot guarantee that any forward-looking statement will materialize and the reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will only update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities 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 release.
Contacts:
Eurotin Inc.
Carlos Pinglo
CFO
416-648-1626
www.eurotin.ca
