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VAL-D'OR, QC, Nov. 15, 2016 /CNW Telbec/ - ABE Resources
Inc. (TSXV: ABE) (the "Company" or "ABE") is pleased
to announce that it has entered into a binding letter of intent,
dated November 14, 2016
("LOI"), with Pioneer Resources Inc.
("Pioneer"), an arm's length, private company
incorporated under the laws of the province of Quebec, to acquire 100% of the issued and
outstanding shares of Pioneer (the "Acquisition"). The
principal assets of Pioneer are the approximately 158
map-designated claims totaling 5,529.98 ha known as the Dôme
Lemieux Property (the "Property"), located near the town of
Ste-Anne-des-Monts, in the
province of Quebec.
Pursuant to the Acquisition, an aggregate of 5,500,000
post-Consolidation (as defined below) common shares in the share
capital of ABE (each, a "Share"), will be issued to the
shareholders of Pioneer, at a deemed price of $0.05 per Share, in exchange for all of the
issued and outstanding common shares in the share capital of
Pioneer.
The legal structure for the Acquisition will be confirmed after
the parties have considered all applicable tax, securities law, and
accounting efficiencies; however, it is currently contemplated that
the Acquisition will be carried out by way of share exchange
agreements to be entered into between the parties with each of the
shareholders of Pioneer on or prior to November 30, 2016.
Consolidation
In connection with and as a condition to the closing of the
Acquisition, ABE will consolidate its issued and outstanding
securities on the basis of one new security for every two
securities outstanding as at the effective time of the
consolidation (the "Consolidation").
An annual general and special meeting of the shareholders of ABE
will be held at 11 a.m. on
December 22, 2016 at 1100
René-Lévesque Blvd. W., Suite 2500, in Montreal, Quebec in order to, among other
things, consider and, if deemed advisable, approve a special
resolution authorizing an amendment to ABE's articles of
incorporation to give effect to the Consolidation.
Concurrent Private Placement
ABE will conduct a concurrent private placement of a minimum of
20,000,000 post-Consolidation units of ABE (each, a "Unit")
and a maximum of 30,000,000 Units at a price of $0.05 per Unit for minimum gross proceeds of
$1,000,000 and maximum gross proceeds
of $1,500,000 (the "Private
Placement" and together with the Acquisition, collectively, the
"Transactions").
Each Unit will consist of one post-Consolidation Share and one
post-Consolidation common share purchase warrant (a
"Warrant"), with each Warrant entitling the holder thereof
to acquire one post-Consolidation Share at an exercise price of
$0.15 per Share for a period of 24
months.
Dôme Lemieux Property
A technical report in respect of the Property prepared in
accordance with Regulation 43-101 respecting Standards of
Disclosure for Mineral Projects (Quebec) will be filed and available under
ABE's profile on SEDAR at www.sedar.com prior to completion of the
Transactions.
Insiders, Officers and Directors Upon Completion of the
Transactions
Upon completion of the Transactions and subject to the receipt
of all applicable regulatory approvals, it is anticipated that Mr.
Victor Cantore, President of
Pioneer, will be appointed to join the board of directors of ABE
and that the management team of ABE will include Mr. Cantore as
Chairman and CEO and Mr. Yves
Rougerie as President and COO.
It is anticipated that no one shareholder will exercise control
or direction over more than 10% of the issued and outstanding
shares of ABE upon completion of the Transactions.
Closing Conditions
The Acquisition remains subject to various conditions,
including, but not limited to:
- completion of customary due diligence investigations to the
satisfaction of each of ABE and Pioneer;
- the approval of the directors of each of ABE and Pioneer;
- receipt of all necessary consents and approvals, including the
approval of Pioneer shareholders and the TSX Venture Exchange (the
"TSXV");
- completion of the Consolidation and the Private Placement;
- ABE being provided with a title opinion on the Property;
and
- standard closing conditions for transactions of this
nature.
Completion of the Transactions is expected to occur no later
than December 31, 2016.
Trading in Shares of ABE was halted in advance of the
announcement of the Transactions. It is anticipated that the halt
will be lifted upon receipt of the TSXV's conditional approval of
the Transactions.
About ABE Resources Inc.
ABE Resources Inc. is a Quebec
mineral exploration company focused on the discovery and
development of mineral deposits of economic potential in
Quebec. For further information on
the Company, please visit our website at www.ressourcesabe.ca or
contact us at info@ressourcesabe.ca.
About Pioneer Resources Inc.
Pioneer is a privately held mineral exploration company with an
experienced mineral exploration management team that holds 100% of
the Dôme Lemieux Property located in Gaspé, Quebec. The Property hosted three past
producing mines (lead, copper, zinc), is accessible by road
year-round, and has historical drilling totalling 66,000 m.
The TSX Venture Exchange Inc. has in no way passed upon the
merits of the proposed transaction and has neither approved nor
disapproved the contents of this press release.
Neither the TSXV nor its Regulation Services Provider (as
that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this
release.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This
news release includes certain "forward-looking statements" under
applicable Canadian securities legislation. Forward-looking
statements include, but are not limited to, statements with respect
to: the ability of ABE to obtain all required approvals and
consents and to complete the Transactions; the terms and conditions
of the proposed Transactions; use of funds from the Private
Placement; and the business and operations of ABE upon completion
of the proposed Transactions. Forward-looking statements are
necessarily based upon a number of estimates and assumptions that,
while considered reasonable, are subject to known and unknown
risks, uncertainties, and other factors which may cause the actual
results and future events to differ materially from those expressed
or implied by such forward-looking statements. Such factors
include, but are not limited to: general business, economic,
competitive, political and social uncertainties; delay or failure
to receive board, shareholder or regulatory approvals; and the
ability of ABE to execute and achieve its business objectives.
There can be no assurance that such statements will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward-looking
statements. ABE disclaims any intention or obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
law.
SOURCE ABE Resources Inc.