VANCOUVER, March 25, 2014 /CNW/ - Network Exploration Ltd.
(the "Company" or "Network") (TSX.V: NET) announces
that its board of directors has approved a resolution consolidating
the Company's issued and outstanding common shares on the basis of
one new common share for every ten existing common shares.
The Consolidation was approved at a special
meeting of the Company's shareholders on August 20, 2013 and the board of directors
believes that the consolidation is necessary to provide the Company
with the opportunity to complete financings. The Board does not
intend to change the name nor the ticker symbol of the Company upon
completion of the consolidation of its common shares.
The Company currently has 52,623,980 issued and
outstanding common shares. On a ten (10) for one (1) basis (the
"Consolidation Ratio"), the Company would have approximately
5,262,398 shares outstanding following the consolidation. The
exact number of post-consolidated shares will vary depending on the
treatment of fractional shares that would occur when each
shareholder's holdings in the Company are consolidated.
Outstanding stock options and warrants would similarly be adjusted
by the Consolidation Ratio.
The consolidation is subject to TSX Venture
Exchange acceptance.
Financing
The Company is proposing to complete a
non-brokered private placement of up to 4,000,000 units (the
"Units") at a price of $0.05
per Unit for gross proceeds of up to $200,000 on a post-consolidated basis following
the completion of the Company's share consolidation. Each
Unit will consist of one common share of the Company and
one-quarter of one share purchase warrant. Each whole warrant will
be exercisable into one share at a price of 10 cents per share for two years from the date of
issuance. The Units will be made available by way of a
private placement exemption to accredited investors (as such term
is defined in National Instrument 45-106 - Prospectus and
Registration Exemptions) in Canada and to certain other qualified
investors as the Company may agree.
Closing of the private placement is subject to
TSX Venture Exchange approval.
Debt Settlement
The Company also announces that it has entered
into agreements with certain of its creditors pursuant to which it
has agreed to settle debt in an aggregate amount of approximately
$430,000 in exchange for the issuance
of an aggregate of approximately 8,600,000 post-consolidated common
shares and 2,150,000 post-consolidated share purchase warrants.
Each whole warrant will be exercisable into one share at a price of
10 cents per share for two years from
the date of issuance.. The debt settlement will be based at a
deemed price of 0.05 per share on a post-consolidated basis.
Closing of the debt settlement is subject to TSX
Venture Exchange approval.
The Company will close the financing and the
debt settlement and issue the common shares and warrants for each
once the financing and debt settlement documentation has been
accepted and approved by the Exchange. The common shares and
warrants issued pursuant to the financing and the debt settlement
will be subject to a four-month hold period.
About Network
Network Exploration Ltd. is a mineral
exploration company committed to building shareholder value through
the acquisition of base and precious metal properties in
South America. For
additional information, please contact the office at 604-638-7363
or toll-free at 1-866-637-5138, or visit
www.networkexploration.com.
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.
ON BEHALF OF THE BOARD OF DIRECTORS
"Alexander Helmel"
President
This news release may contain forward-looking
statements based on assumptions and judgments of management
regarding future events or results. Such statements are subject to
a variety of risks and uncertainties which could cause actual
events or results to differ materially from those reflected in the
forward-looking statements. The Company disclaims any intention or
obligation to revise or update such statements.
SOURCE Network Exploration Ltd.