/THIS PRESS RELEASE IS NOT FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
TSX VENTURE: GBE
VANCOUVER, June 19, 2018 /CNW/ - Goldbelt Empires Limited
(TSX-V: GBE) (the "Company" or "Goldbelt Empires") is
pleased to announce that the Company intends to complete a brokered
private placement of post-Consolidation (as defined herein)
ordinary shares of the Company ("Ordinary Shares") at a
price of $0.46 per Ordinary Share
(the "Issue Price") for gross proceeds of up to $5,500,000 (the "Private Placement"). The
Company intends on using the proceeds from the Private Placement to
fund acquisitions by the Company and for general corporate
purposes.
In addition, the Agent (as defined below) has been granted the
option to sell up to an additional 1,793,478 Ordinary Shares at the
Issue Price, for additional gross proceeds of approximately
$825,000, exercisable in whole or in
part at any time prior to the closing of the Private Placement.
The Private Placement will be conducted on a best efforts agency
basis by Gravitas Securities Inc. (the "Agent"). In
consideration for the services provided in connection with the
Private Placement, the Agent will receive a cash fee of 8% of the
gross proceeds of the Private Placement and Ordinary Share purchase
warrants ("Broker Warrants") equal to 8% of the number of
Ordinary Shares issued under the Private Placement. Each Broker
Warrant will entitle the holder thereof to acquire one Ordinary
Share at the Issue Price for a period of 36 months from the date
such Broker Warrants were issued. The Company will also pay
the Agent a corporate finance fee equal to that number of Ordinary
Shares which is equal to 5% of the aggregate number of Ordinary
Shares issued under the Private Placement.
Among other items, the Company is seeking approval from its
shareholders at its general meeting scheduled for June 26, 2018 to consolidate its ordinary shares
on a 6.5 to 1 basis (the "Consolidation") and to delist (the
"Delisting") its ordinary shares from the TSX Venture
Exchange ("TSX-V"). It is anticipated that the Private
Placement will be completed after the Company's shareholders have
approved the Consolidation and the Delisting and that the ordinary
shares issuable pursuant to the Private Placement will not be
listed on the TSX-V. Reference is also made to the press release of
the Company dated April 17, 2018
announcing the binding letter agreement between the Company and
Integrated Compliance Solutions, LLC.
The closing of the Private Placement is subject to certain
conditions, including the receipt of all necessary regulatory and
shareholder approvals. The ordinary shares will be subject to a
statutory four-month hold period, and such other restrictions as
may be required by applicable securities laws.
About Goldbelt Empires
Goldbelt Empires is a gold explorer focused on the West African
Goldbelt, listed on the TSX-V. For more information also go
to the Company's website www.goldbeltempires.com. For more
information on the business and property of the Company, readers
are referred to the Company's Final Prospectus dated September 22, 2015, available at the Company's
SEDAR profile at www.SEDAR.com.
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 press release.
About Gravitas Securities Inc.
Gravitas Securities is a leading and prominent capital markets
and wealth management firm comprised of tactical individuals known
for their sophisticated sector expertise, commitment to excellence,
and a global platform committed to integration and innovation.
Gravitas provides a wide range of investment services for retail
and corporate clients globally with offices in Toronto and Vancouver, and is represented in the United States through its FINRA
representative, Gravitas Capital International, in New York.
Gravitas Securities Inc. is a member of IIROC and CIPF.
This news release includes certain statements that may be deemed
"forward-looking statements" within the meaning of applicable
Canadian securities legislation. Specifically, this news release
includes, but is not limited to, forward-looking statements with
respect to the completion of the Private Placement, the use of
proceeds of the Private Placement and the Company's general meeting
of shareholders. Generally, forward-looking statements can be
identified by the forward-looking terminology such as "plans",
"expects", "anticipates", "believes" and similar expressions and
statements related to matters that are not historical facts.
Forward-looking statements are subject to known and unknown risks,
uncertainties and other factors that may cause the actual results,
level of activity, performance or achievements of the Company to be
materially different from those expressed or implied by such
forward-looking statements, including but not limited to: risks of
not receiving all necessary regulatory and shareholder approval,
risks associated with general economic conditions, loss of markets,
inability to obtain regulatory approvals and other regulatory
matters. Although the Company has attempted to identify important
factors that could cause results to differ materially from those
contained in forward-looking statements, there may be other factors
that cause results to be materially different from those
anticipated, described, estimated, assessed or intended. There can
be no assurance that any forward-looking statements will prove
accurate, as actual results and future events could differ
materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward-looking
statements. The Company does not undertake to update any
forward-looking statements that are incorporated by reference
herein, except in accordance with applicable securities laws.
The securities described herein have not been, and will not be,
registered under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act"), or any state securities
laws, and accordingly, may not be offered or sold to, or for the
account or benefit of, persons in the
United States or to U.S. Persons (as such term is defined in
Regulation S under the U.S. Securities Act), except in compliance
with the registration requirements of the U.S. Securities Act and
applicable state securities requirements or pursuant to exemptions
therefrom. This press release does not constitute an offer to sell
or a solicitation of an offer to buy any of the Company's
securities to, or for the account or benefit of, persons in
the United States or U.S.
Persons.
SOURCE Goldbelt Empires Limited
