THUNDER BAY, ON, Sept. 12, 2019 /CNW/ - Zen Graphene Solutions
Ltd. ("Zen Graphene" or the "Company") (TSXV:ZEN) is
pleased to announce the closing of its previously announced private
placement (the "Offering"). The Company raised $1,050,000 under the Offering, which will be used
to fund ongoing work on the Albany Graphite Project including
environmental studies, graphene research and development work,
material processing and for general corporate purposes. While
the Company received significant demand for the Offering over the
one million dollar initial target, it
limited the Offering to $1,050,000. The Board of directors wishes
to thank all the long-term shareholders and new shareholders who
participated in the Offering.
The Offering consisted of the issuance of 3,000,000 units
("Units") at a price of $0.35
per Unit, for aggregate gross proceeds of $1,050,000. Each Unit consisted of one common
share of the Company ("Common Share") and one half of one
non-transferable share purchase warrant ("Warrant").
Each whole Warrant will entitle the holder thereof to acquire one
additional Common Share at an exercise price of $0.50 per Warrant, exercisable for a period of
twenty-four months from the closing of the Offering (the "Exercise
Period"). Insiders of the Company have subscribed for approximately
34% of the offered Units.
All Warrants issued in connection with the Offering are subject
to an acceleration clause. If the Company's share price trades at
or above $1.00 per share for a period
of ten (10) consecutive trading days during the Exercise Period,
the Company may accelerate the expiry date of the Warrants to 30
calendar days from the date on which written notice is given by the
Company to the holders of the Warrants.
Certain insiders of the Issuer participated in the Offering.
Such participation represents a related-party transaction under
Multilateral Instrument 61-101 - Protection of Minority Security
Holders in Special Transactions ("MI 61-101"), but the
Offering is exempt from the formal valuation and minority
shareholder approval requirements of MI 61-101 as neither the fair
market value of the subject matter of the transaction, nor the
consideration paid, exceed 25% of the Issuer's market
capitalization. The Offering was approved by all of the independent
directors of the Company.
The Common Shares and the Warrants issued in connection with the
Offering will be subject to a hold period until January 13, 2020 in accordance with applicable
securities laws.
To find out more on Zen Graphene Solutions Ltd., please visit
our website at www.zengraphene.com. A copy of this press release
and all material documents in respect of the Company may be
obtained on Zen Graphene's SEDAR profile at www.sedar.ca.
CAUTIONARY STATEMENT: Zen Graphene has completed a Preliminary
Economic Assessment regarding the Albany Project (the "PEA") in
support of its development work (see Zen Graphene press release of
1 June 2015). The PEA is preliminary
in nature, it includes inferred mineral resources that are
considered too speculative geologically to have the economic
considerations applied to them that would enable them to be
categorized as mineral reserves, and there is no certainty that the
PEA will be realized. Mineral resources that are not mineral
reserves do not have demonstrated economic viability. Without a
formal independent feasibility study, there is no assurance that
operations will be economically viable.
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. This news release may contain forward
looking information and Zen Graphene cautions readers that forward
looking information is based on certain assumptions and risk
factors that could cause actual results to differ materially from
the expectations of Zen Graphene included in this news release.
This news release includes certain "forward-looking statements",
which often, but not always, can be identified by the use of words
such as "believes", "anticipates", "expects", "estimates", "may",
"could", "would", "will", or "plan". These statements are based on
information currently available to Zen Graphene and Zen Graphene
provides no assurance that actual results will meet management's
expectations. Forward-looking statements include estimates and
statements with respect to Zen Graphene's future plans, objectives
or goals, to the effect that Zen Graphene or management expects a
stated condition or result to occur, including the expected timing
for release of a pre-feasibility study, the expected uses for
graphite in the future, and the future uses of the graphite from
Zen Graphene's Albany deposit.
Since forward-looking statements are based on assumptions and
address future events and conditions, by their very nature they
involve inherent risks and uncertainties. Actual results relating
to, among other things, results of exploration, metallurgical
processing, project development, reclamation and capital costs of
Zen Graphene's mineral properties, and Zen Graphene's financial
condition and prospects, could differ materially from those
currently anticipated in such statements for many reasons such as,
but are not limited to: failure to identify mineral resources;
failure to convert estimated mineral resources to reserves; the
inability to complete a pre-feasibility study; the preliminary
nature of metallurgical test results; the inability to enter into
offtake agreements with qualified purchasers; delays in obtaining
or failures to obtain required governmental, environmental or other
project approvals; political risks; uncertainties relating to the
availability and costs of financing needed in the future; changes
in equity markets, inflation, changes in exchange rates;
fluctuations in commodity prices; delays in the development of
projects; capital and operating costs varying significantly from
estimates and the other risks involved in the mineral exploration
and development industry; and those risks set out in Zen Graphene's
public documents filed on SEDAR. This list is not exhaustive of the
factors that may affect any of Zen Graphene's forward-looking
statements. These and other factors should be considered carefully
and readers should not place undue reliance on Zen Graphene's
forward-looking statements. Although Zen Graphene believes that the
assumptions and factors used in preparing the forward-looking
information in this news release are reasonable, undue reliance
should not be placed on such information, which only applies as of
the date of this news release, and no assurance can be given that
such events will occur in the disclosed time frames or at all. Zen
Graphene disclaims any intention or obligation to update or revise
any forward- looking information, whether as a result of new
information, future events or otherwise, other than as required by
law.
SOURCE ZEN GRAPHENE SOLUTIONS Ltd.