ACME RESOURCES CORP.
NEX BOARD: ACY.H
TORONTO,
Nov. 21, 2013 /CNW/ - ACME Resources
Corp. (NEX Board: ACY.H), a capital pool company, ("ACME" or
the "Corporation") and Forrester Resources Corp.
("Forrester"), a private Yukon corporation based in Toronto, Ontario, are pleased to announce that
Forrester has completed the non-brokered private placement (the
"Forrester Private Placement") previously announced on
October 16, 2013.
The Forrester Private Placement consisted of a
total of 6,093,575 units (the "Units") of Forrester at a price of
$0.08 per Unit, for total aggregate
gross proceeds of $487,486. Each Unit
is comprised of one common share of Forrester (each, a "Forrester
Common Share") and one half of one common share purchase warrant of
Forrester (each, a "Forrester Warrant"), with each whole Forrester
Warrant exercisable for a period of 36 months from the date of
issuance into one common share of Forrester (each, a "Forrester
Warrant Share") at $0.18 per
Forrester Warrant Share.
A finder's fee comprised of a 6% cash commission
and a 6% finder's warrant exercisable for a period of 12 months on
the same terms as the Units, were paid to certain persons in
respect of subscribers who were referred to Forrester and who
participated in the Forrester Private Placement.
The Forrester Private Placement has been
completed in connection with a proposed business combination that
will result in a reverse take-over of ACME by Forrester and the
listing for trade of the common shares of the resulting issuer on
the TSX Venture Exchange (the "Transaction") (see press release
dated October 16, 2013 available on
www.sedar.com, for a detailed description of the Transaction).
Pursuant to the terms of the Transaction, ACME securities will be
issued to the holders of Forrester securities in exchange for all
of the issued and outstanding Forrester securities on the basis of
1.5 ACME securities for each one (1) Forrester security, including
the securities issued pursuant to the Forrester Private
Placement.
The Transaction, when completed, will constitute
the Qualifying Transaction of the Corporation pursuant to Policy
2.4 of the TSXV Corporate Finance Manual. The Transaction will not
constitute a Non Arm's Length Qualifying Transaction, as defined in
the policies of the TSXV and, as such, it is not anticipated that
the approval of the shareholders of ACME will be required.
The net proceeds raised through the Forrester
Private Placement will be used for the advancement of Forrester's
Las Princesas property in Northern
Peru, expenses related to the completion of the Transaction
and general working capital purposes.
ACME's common shares are currently halted and
ACME anticipates they will remain halted until the documentation
required by the TSXV for the proposed Transaction can be provided
to the TSXV.
Information about Forrester Resources
Corp.
Forrester is a private precious metals
exploration and development company. It is currently active in the
country of Peru and continually
looking for near-term production opportunities within the Americas.
Forrester's key asset is Las Princesas property. Pursuant to an
option agreement with an effective date of December 13, 2011, between Minera Forrester SAC,
a subsidiary of Forrester; Vena Resources Ltd., a company listed on
the Toronto Stock Exchange; and Compania Minera Aurifera del Norte
SAC, a Peruvian subsidiary of Vena, Forrester has the right to
acquire up to an 85-per-cent interest in the Las Princesas
property, which consists of two contiguous mining concessions
totaling approximately 1,030 hectares in size. The Las Princesas
property is located in the department of La Libertad, province of
Santiago de Chuco, in northern
Peru, between Barrick Gold Corp.'s
Lagunas Norte/Alto Chicama property and the Quiruvilca mine,
formerly owned by Pan American Silver Corp. and now owned by
Southern Peaks Mining LP. Las Princesas property has a common
border with the latter. The Quiruvilca mine and concentrator plan
are located in close proximity to the Las Princesas Property.
Please see the Company's press releases dated
October 16 and October 23, 2013, which are available on SEDAR
under ACME, for further information regarding Forrester, the
Transaction and the Las Princesas property.
Completion of the Transaction is subject to a
number of conditions, including but not limited to, TSXV acceptance
and, if applicable pursuant to TSXV requirements, majority of the
minority approval of the shareholders of ACME. Where
applicable, the Transaction cannot close until the required
shareholder approval is obtained. There can be no assurance that
the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as
disclosed in the management information circular or filing
statement to be prepared in connection with the Transaction, any
information released or received with respect to the Transaction
may not be accurate or complete and should not be relied upon.
Trading in the securities of a capital pool company should be
considered highly speculative.
The TSXV 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.
This press release contains forward-looking
information within the meaning of Canadian securities laws. Such
information includes, without limitation, information regarding the
completion of the proposed Transaction , and the anticipated
business plan of ACME subsequent to completion of the Transaction.
Although ACME believes that such information is reasonable, it can
give no assurance that such expectations will prove to be
correct.
Forward-looking information is typically
identified by words such as: believe, expect, anticipate, intend,
estimate, postulate and similar expressions, or are those, which,
by their nature, refer to future events. ACME cautions investors
that any forward-looking information provided by ACME are not
guarantees of future results or performance, and that actual
results may differ materially from those in forward looking
information as a result of various factors, including, but not
limited to: ACME's ability to complete the proposed Transaction;
the state of the financial markets for ACME's equity securities;
the state of the market for gold or other minerals that may be
produced generally by the resulting issuer in the event the
Transaction is completed; recent market volatility; ACME's ability
to raise the necessary capital or to be fully able to implement its
business strategies; and other risks and factors that ACME is
unaware of at this time. The reader is referred to ACME's most
recent annual and interim Management's Discussion and Analysis for
a more complete discussion of such risk factors and their potential
effects, copies of which may be accessed through ACME's page on
SEDAR at www.sedar.com.
SOURCE Forrester Resources Corp.