VANCOUVER, Oct. 20, 2015 /CNW/ - Alternative Earth
Resources Inc. ("AER") (TSX.V: AER) is pleased to announce that
it has signed a non-binding letter of intent ("LOI") with
Black Sea Copper & Gold Corp. ("BSCG") outlining
the terms of a transaction whereby AER will acquire 100% of the
outstanding securities of BSCG. It is intended that the LOI will be
replaced by a definitive and binding security exchange agreement by
the end of November, 2015, and the transaction is expected to close
by December 18, 2015. BSCG is a
non-reporting corporation that holds interests in various mineral
properties that are located in Eastern
Europe. Subject to execution of a definitive agreement, the
principal property of BSCG is an option to acquire 100% of the
Alankoy copper-gold Project located in Turkey.
Under the LOI, AER will acquire the all of the shares of BSCG
(the "Acquisition") in exchange for the issuance of
approximately 33 M common shares in the capital of AER,
representing an equivalent number of AER shares as will be
outstanding after completion of the Financing (defined below),
based upon an estimated exchange ratio of 1.71 shares of AER for
each share of BSCG (the "Exchange Ratio"). The final
Exchange Ratio, which is subject to due diligence, a fairness
opinion and the Financing, will be settled in the definitive
agreement. AER will also acquire all outstanding convertible
securities of BSCG (options, warrants and convertible debt) in
exchange for the issue of replacement securities by AER based upon
the Exchange Ratio.
Concurrently with the Acquisition, AER will complete a
non-brokered private placement of 8,000,000 units at a price of
$0.06 per unit, with each unit
consisting of one (1) common share, and one (1) warrant to purchase
an additional common share exercisable for two (2) years at a price
of $0.115 per share, to raise gross
proceeds of $480,000 (the
"Financing"). AER may, in appropriate circumstances, pay
finder's fees in connection with the Financing.
After completion of the Acquisition and the Financing, AER will
have approximately 66 M shares outstanding (87 M fully diluted) and
the directors and officers of AER will be reconstituted to consist
of four (4) directors, with two (2) nominees from each of AER and
BSCG. The Acquisition and the Financing are subject to TSX Venture
Exchange (the "Exchange") acceptance.
In addition, and subject to receipt of applicable regulatory
approvals, AER expects to complete up to a 2:1 share consolidation
following completion of the Acquisition.
Further information concerning the progress of the
proposed Acquisition and the Financing
will be disclosed in due course. Take note that the
Acquisition contemplated by the LOI is subject to numerous
conditions, and there is no certainty that will be completed on the
schedule, or in accordance with the terms described in this News
Release, or at all. Accordingly, investors should use caution when
trading in the securities of AER.
Forward Looking Statements: This news release contains
forward looking statements that are subject to a number of known
and unknown risks, uncertainties and other factors that may cause
actual results to differ materially from those anticipated in our
forward looking statements. Forward-looking statements in this
release include statements regarding the timing and completion of
the Financing, the execution of the definitive agreement, closing
of the Acquisition and completion of a share consolidation. Factors
that could cause such differences include: the Financing, the
Acquisition and the share consolidation may not be completed for
any reason whatsoever, including that the regulators may not
approve them, changes in world commodity markets, equity markets,
costs and supply of materials relevant to the mining industry,
change in government and changes to regulations affecting the
mining industry. In addition to other factors and assumptions which
may be identified in this press release, assumptions have been made
regarding and are implicit in, among other things, the timely
receipt of any required regulatory approvals. Although we believe
the expectations reflected in our forward looking statements are
reasonable, results may vary, and we cannot guarantee future
results, levels of activity, performance or achievements.
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.
SOURCE Alternative Earth Resources Inc.