VANCOUVER, BRITISH COLUMBIA–(Marketwired – Dec. 17, 2013) –
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Cypress Hills Resources Corp. (the “Company”) (TSX VENTURE:CHY) intends to consolidate its outstanding common shares on a 3:1 basis. There are currently 11,534,807 shares outstanding and, following the consolidation, there will be approximately 3,844,936 shares outstanding.
Following the consolidation, the Company intends to:
- Carry out a non-brokered private placement financing of up to 1,777,777 common shares at $0.1125 each for aggregate gross proceeds of up to $200,000; and
- Settle certain outstanding debt, including shareholder loans of $154,303 and flow through tax related liability of $210,488, by the issuance of common shares at $0.1125 per share.
As further described in the management information circular of the Corporation dated October 16, 2013, Ted J. Fostey, President and Chief Executive Officer of the Company, is expected to directly or indirectly participate in the private placement and debt settlement (including the settlement of approximately $250,000 in debt held directly or indirectly by Mr. Fostey) and is as a result of such participation anticipated to become a Control Person (as defined in the policies of the TSX Venture Exchange) of the Company holding approximately 34% of the then issued and outstanding common shares of the Company.
Shareholder approval for the share consolidation as well as the private placement and settlement of debt whereby Mr. Fostey would directly or indirectly participate and become a Control Person were obtained at the annual and special meeting of shareholders held on November 14, 2013. All securities issued under the private placement and debt settlement will be subject to a four month hold period from the date of issue. The consolidation, private placement and debt settlement are subject to the finalization of all of the necessary documentation and the receipt of regulatory approvals.
Neither the 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.
This press release contains forward-looking statements or information (“forward-looking statements“) within the meaning of applicable securities laws. The use of any of the words “will”, “expects”, “believe”, “plans”, “potential” and similar expressions are intended to identify forward-looking statements. More particularly and without limitation, this press release contains forward-looking statements concerning the consolidation of shares, debt settlement and private placement.
The forward-looking statements in this press release are based on certain key expectations and assumptions made by the Company, including the receipt of all necessary approvals, including but not limited to: effecting the consolidation of the Corporation’s common shares on a 3:1 basis; completing the private placement and debt settlement; and obtaining necessary regulatory approvals including the approval of the TSX Venture Exchange. There is no assurance that these expectations and assumptions will be met or satisfied and there is therefore no assurance that the consolidation, private placement and debt settlement will be completed.
Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to the risks relating to the failure to obtain necessary regulatory approvals required in order to proceed with the consolidation of shares, debt settlement and private placement. Additional information on these and other factors that could affect the operations or financial results of the Company are included in the Company’s management’s discussion and analysis and other documents filed with applicable securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com). The forward-looking statements contained in this press release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
Ted J. Fostey
President & CEO