SNR:CC - 79 Resources Ltd. Announces Proposed Share Consolidation
(TheNewswire)
Vancouver, British Columbia, April 4,2024 – 79 Resources Ltd. - CSE:SNR -(“ 79 Resources ” orthe " Corporation " or the “ Issuer ”) announcesthat it intends to complete a consolidation of the authorized andissued common shares of the Corporation (the “Common Shares”) onthe basis of one (1) post-consolidated Common Share for each five (5)pre-consolidation Common Shares (the “Consolidation”).
The Corporation believes that the Consolidation isnecessary to improve its corporate flexibility and may also make theIssuer’s listed security and capital structure more attractive toinvestors. The Corporationwill require further funding to remain a going-concern.
The Corporation currently has 102,182,001 Common Sharesissued and outstanding, being on a pre-Consolidation basis. Followingthe Consolidation, the Corporation is expected to have approximately20,436,400 post-Consolidation Common Shares issued and outstanding.
As publicly filed, the Corporation’s Chairman andChief Executive Officer, an Insider of the Corporation who is also anapproved Control Person (both terms as defined by securities law),currently holds 83,587,000 pre-Consolidation Common Shares, on anaggregated direct and indirect basis. Following the Consolidation,that same Insider is expected to hold approximately 16,717,400resulting post-Consolidation Common Shares, on an aggregated directand indirect basis.
The Consolidation ofpre-Consolidation Common Shares to post-Consolidation Common Sharesdoes not substantively change the ownership percentage that anexisting shareholder has in the Corporation, save exception tofractional Common Shares.
No fractional Common Shares will be issued during orupon the Consolidation. In the event a holder of Common Shares wouldotherwise be entitled to receive a fractional Common Share inconnection with the Consolidation, the number of Common Shares to bereceived by such shareholder will be rounded down to the next wholenumber and no cash consideration will be paid in respect of fractionalshares.
The record date of the Consolidation is scheduled to be April 12, 2024 . TheCorporation’s Common Share trading symbol, being “SNR” on theCanadian Securities Exchange, is expected to remain the same. The newCUSIP number for the post-Consolidation Common Shares is expected tobe 818075202, and the new ISIN number for the post-ConsolidationCommon Shares is expected to be CA8180752021.
The Consolidation is subject to the approval of theIssuer’s listed exchange, being the Canadian Securities Exchange(CSE).
To the extent applicable, a letter of transmittal willbe mailed to registered shareholders providing instructions withrespect to surrendering share certificates representingpre-Consolidation Common Shares in exchange for post-ConsolidationCommon Shares issued as a result of the Consolidation. Untilsurrendered, each certificate representing pre-Consolidation CommonShares will be deemed to represent the number of post-ConsolidationCommon Shares the holder received as a result of the Consolidation. Shareholders who hold theirCommon Shares in brokerage accounts or in book-entry (e.g. DRS) formare not required to take any action. Inaccordance with the Articles of the Corporation, the Consolidationwill not require shareholder approval, however as noted above, theConsolidation remains subject to certain regulatory approval.
All outstanding stock options and share purchasewarrants of the Corporation will also be adjusted by the Consolidationratio and the respective exercise prices of outstanding options andshare purchase warrants will be adjusted accordingly.
Financing Update
Having regard to the proposed Consolidation, theCorporation has discontinued the private placement previouslyannounced in mid-March (see news release, 79 Resources Ltd. AnnouncesFinancing and Provides Corporate Update, dated March 13, 2024).
About 79 Resources Ltd. -CSE:SNR
79 Resources is a Vancouver-based junior miningexploration company. Traded on the Canadian Securities Exchange underthe symbol SNR, the Corporation seeks to acquire, explore and developmineral exploration projects. 79 Resourcescurrently holds the Five Point Copper-Gold Project in British Columbiaand the North Preston Uranium Project in Saskatchewan. For additionalinformation, please visit www.79resources.com.
The Corporation is subject to various risks anduncertainties, including those risks and uncertainties set out inpublic filings made by the Corporation, such public filings availablethrough SEDAR+ (www.sedarplus.ca).
On Behalf of the Board ofDirectors
Ryan Kalt
Chairman & Chief Executive Officer
Email: info@79resources.com
Tel: 604.687.2038
Forward-Looking Statements
This news release contains forward-looking statementswithin the meaning of Canadian securities laws. Some of theforward-looking statements can be identified by the use offorward-looking words. Statements that are not historical in nature,including the words "anticipate," "expect,""suggest," "plan," "believe,""intend,", “intention” "estimate,""target," "project," "should,""could," "would," "may,""will," "forecast" and other similar expressionsare intended to identify forward-looking statements. Forward-lookingstatements address future events and conditions and therefore involveinherent risks and uncertainties, including but not limited to thematters related to the Consolidation, such as necessary approval bythe CSE and more generally the ability of the Corporation tosuccessfully complete the Consolidation and/or specific datestherewith associated. Actual results may differ materially from thosecurrently expected or forecast in such statements.
Neither the CSEnor its Regulation Services Provider (as that term is defined in thepolicies of the CSE Exchange) accepts responsibility for the adequacyor accuracy of this release.
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