Calgary, Alberta--(Newsfile Corp. - January 17, 2024) - New Global Acreage Resources Ltd. (the "Company" or "New Global") today announced that it plans to complete a non-brokered private placement of up to 2,000,000 units ("Units") of the Company at a purchase price of $0.025 per Unit for gross proceeds of up to $50,000 (the "Offering"). Each Unit will be comprised of one (1) common share in the capital of the Corporation ("Common Share") and one (1) common share purchase warrant ("Warrant"). Each Warrant will be exercisable for one (1) Common Share for twenty-four (24) months from the date of issuance at an exercise price of $0.05 per Common Share.
All securities issued in connection with the Offering are subject to a four (4) month and one (1) day hold period from the date the private placement closes in accordance with the applicable securities laws.
The Company intends to use the proceeds from the Offering to pay for the audit of its year-end financial statements and to pay its annual fees and other expenses related to being a reporting issuer.
In connection with the Offering, the Company will pay to a registrant a finder's fee of 10% of the gross proceeds payable in cash and 10% finder's warrants ("Finder Warrants") based on the selected aggregate subscriptions from subscribers to the Offering introduced by such registrant. Each non-transferable Finder Warrant shall entitle the holder to acquire one Common Share at an exercise price of $0.05 for a period of twenty-four (24) months following the date of issuance.
It is anticipated that certain insiders may participate in the Offering, and if so, such participation would be considered a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The issuance of Units to an insider of the Corporation is anticipated to be exempt from the formal valuation and minority approval and requirements of MI 61-101 pursuant to subsections 5.5(b) and 5.7(1)(b) of MI 61-101.
For further information contact:
New Global Acreage Resources Ltd.
Sylvan Odobulu, CEO, CFO and Director
Telephone: (713) 626-4700
Email: slyodobulu@aol.com
About New Global
New Global was initially formed as a capital pool company ("CPC") within the meaning of the policies of the TSX Venture Exchange, and has not commenced commercial operations and has no assets other than cash. The Corporation has not carried on any business other than the identification and evaluations of potential opportunities to complete a business combination or acquisition that would result in the Corporation having an active business following completion of the transaction (the "Business Combination").
At the time of listing on the TSX Venture Exchange the Corporation and each of its directors signed and delivered an undertaking (the "Undertaking") to the TSX Venture Exchange, the Alberta Securities Commission and the British Columbia Securities Commission whereby the Corporation agreed that, among other things, in the event that the TSX Venture Exchange delisted the Corporation's securities, the Corporation would, within 90 days from the date of delisting in accordance with applicable law, wind-up and liquidate its assets and distribute the Corporation's assets, on a pro rata basis, to its shareholders, unless within that 90 day period, the disinterested shareholders of the Corporation approved, by way of a majority vote, another use of the remaining assets.
The Common Shares were delisted from the NEX Board of the TSX Venture Exchange in 2020 and as a result, the Corporation is currently in default of its Undertaking.
The Corporation has applied to the Alberta Securities Commission (the "ASC") for an exemption from the requirements of the Undertaking to wind-up, liquidate its assets and distribute the assets to its shareholders (the "ASC Application"). However, the ASC has advised that it is not able to make a determination in respect of the ASC Application until such time as the Corporation is more advanced in respect of a Business Combination and has closed its file in respect of the ASC Application, without making a determination as to whether it will grant the exemptive relief requested in the ASC Application. At such time as the Corporation is more advanced in respect of a Business Combination it will be necessary to file a new application with the ASC to request an exemption from the requirements of the Undertaking.
There is no guarantee that the Corporation will complete a Business Combination in a timely manner or at all, and even if the Corporation does enter into an agreement in respect of a Business Combination it will be required to refile the ASC Application and there is no guarantee that the ASC will grant the exemption from the Undertaking in the requested form or at all. In the event that the ASC application is not successful, the Corporation will be required to wind-up, liquidate and distribute its assets to its shareholders. There is no guarantee that that there will be any assets remaining, upon satisfaction of all the liabilities of the Corporation, for distribution and accordingly investors in the Offering may lose their entire investment. Please see the subscription agreement prepared and delivered to eligible accredited investors in respect of the Offering for further information regarding the risks associated with participation in the Offering.
Forward-Looking Information
Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company's current beliefs or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this press release contains forward-looking information with respect to the completion of the Private Placement and the use of proceeds therefrom, the participation of insiders in the Offering and the availability of exemptions from the valuation and minority approval requirements of NI 61-101, the possibility of completing a Business Combination and the ability to obtain a waiver from the requirements of the Undertaking, as requested in the ASC Application.. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Corporation. The material factors and assumptions include general economic conditions, market conditions, interest rates, exchange rates, access to capital, the ability of the Corporation to complete a Business Combination, the ability of the Corporation to obtain a waiver pursuant to the ASC Application from the requirements of the Undertaking and the ability of the Corporation to raise sufficient capital to have the resources to comply with its continuous disclosure obligations so that it is not cease traded. The Company cautions the reader that the above list of risk factors is not exhaustive. The forward-looking information contained in this release is made as of the date hereof and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Due to the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward- looking information. The foregoing statements expressly qualify any forward-looking information contained herein.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/194615
SOURCE: New Global Acreage Resources Ltd.
