VANCOUVER, BRITISH COLUMBIA–(Marketwired – May 15, 2017) –
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.
San Angelo Oil Limited (“San Angelo” or the “Company”) (NEX:SAO.H) is pleased to provide an update on the status of its previously disclosed (see press release dated May 11, 2017) business combination (“Business Combination“) with Cabral Gold Ltd. (“Cabral“). Cabral has engaged M Partners Inc. to act as lead agent on behalf of a syndicate comprised of Haywood Securities Inc., PI Financial Corp., and Echelon Wealth Partners Inc. (collectively the “Agents“) in connection with a best efforts private placement financing of up to $6 million of subscription receipts (“Subscription Receipts“) of Cabral priced at $0.108 per Subscription Receipt. Immediately prior to the closing of the Business Combination each Subscription Receipt will be exchanged, without additional consideration for one unit of Cabral which will, in conjunction with the closing of the Business Combination, be exchanged for 0.18 of a unit of San Angelo (each whole such unit being referred to as a “Unit“) at an effective post consolidation (1:5) issue price of $0.60 (the “Offering“). All prices and exercise prices herein are based on the equivalent price of post consolidated San Angelo shares using the share exchange ratio of 0.18 of one post-consolidation common share of San Angelo for each one common share of Cabral held as per the previously announced business combination agreement between San Angelo and Cabral Gold Ltd.
Each Unit will be comprised of one common share of San Angelo, one-half of one class A warrant, with each whole class A warrant entitling the holder to purchase one common share of San Angelo at a price of $0.75 for a period of one year after the closing of the Offering and one-half of one class B warrant with each whole class B warrant entitling the holder to purchase one common share of San Angelo at a price of $0.90 for a period of two years after the closing of the Offering.
In connection with the Offering, the Agents will be paid a cash commission equal to 6% of the gross proceeds of the Offering and will be issued a number of compensation warrants equal to 6% of the number of Subscription Receipts issued in connection with the Offering. Each compensation warrant will entitle the holder thereof to acquire one Unit at any time until the second anniversary of the closing of the Offering at a price of $0.60 per Unit.
The gross proceeds of the Offering will be placed into escrow on closing. If the Business Combination takes place on or before August 31, 2017 (or such later date as is agreed to by the Company and the subscribers), then the gross proceeds from the Offering will be released to the Company concurrently with the closing of the Business Combination. If the Business Combination is not completed on or before August 31, 2017 (or such later date as is agreed to by the Company and the subscribers), then the gross proceeds from the Offering will be returned to the subscribers without interest or deduction.
The net proceeds of the Offering will be used to fund Cabral’s work program on the Cuiú Cuiú project and for general working capital.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as such term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-looking Statements
This news release contains certain forward-looking information and forward-looking statements within the meaning of applicable securities legislation (collectively “forward-looking statements”). The use of any of the word “will”, “proposes”, “expected” and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Such forward-looking statements should not be unduly relied upon. This news release contains forward-looking statements and assumptions pertaining to the following: completion of the Transaction, receipt of required shareholder and regulatory approvals, strategic plans and future operations, results of exploration, capital expenditures and objectives. Actual results achieved may vary from the information provided herein as a result of numerous known and unknown risks and uncertainties and other factors. The Company believes the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct.
Interim Chief Executive Officer
San Angelo Oil Limited
(778) 725-1488