Toronto, Ontario – Asher Resources Corporation (the “Company”) announces that it has retained First Republic Capital Corporation (the “Agent”) to act as agent in connection with a best efforts brokered private placement to raise gross proceeds of up to $2,500,000 through the issuance of up to 17,857,142 subscription receipts of the Company (the “Subscription Receipts”) at a price of $0.14 per Subscription Receipt (the “Offering”). The gross proceeds of the Offering less certain expenses of the Agent (the “Escrowed Proceeds”) will be held in escrow on behalf of the subscribers by an escrow agent (the “Escrow Agent”).
Upon satisfaction of the escrow release conditions, which includes among other things, the completion of a reverse takeover (the “RTO”) of the Company by Drone Delivery Canada Inc. (“Drone”) and subsequent listing on the Canadian Securities Exchange and the completion of a consolidation of the issued and outstanding securities of the Company on a four-old for one-new basis (the “Consolidation”), all as previously described in the Company’s news release dated January 19, 2016, each Subscription Receipt will automatically convert, without additional payment or any further action on the part of the holder, into post-Consolidation common shares of the Company (each, a “Common Share”) on the basis of one post-Consolidated Common Share for each Subscription Receipt in accordance with the terms of a subscription receipt agreement (the “Subscription Receipt Agreement”) to be entered into on closing of the Offering between the Company, the Agent and the Escrow Agent and the Escrowed Proceeds will be released to the resulting company from completion of the RTO.
In connection with the Offering, the Agent will be entitled to a corporate finance fee in an amount equal to 2% of the aggregate gross proceeds of the Subscription Receipts sold and a sales commission equal to 6% of the aggregate gross proceeds of the Subscription Receipts sold. In addition, as additional compensation, the Company will issue to the Agent corporate finance warrants entitling the Agent to purchase a number of post-Consolidation Common Shares equal to 2% of the aggregate number of Subscription Receipts sold and selling compensation warrants entitling the Agent to purchase a number of post-Consolidation Common Shares equal to 6% of the aggregate number of Subscription Receipts sold, at an exercise price of $0.14 per compensation warrant for 24 months from the date of closing.
Net proceeds of the Offering will be used by the resulting issuer to further the business of Drone following completion of the RTO and for general working capital purposes.
The forward-looking information contained in this press release is made as of the date hereof and Asher undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
Neither 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 news release does not constitute an offer to sell or a solicitation of an offer to sell any securities in the United States. The securities 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 may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
For further information, please contact:
Mr. Richard Buzbuzian
President – Asher Resources
Tel: (416) 361-6167
Mr. Richard Goldstein
President – First Republic Capital
Tel: (416) 957-6300
Mr. Anthony Durkacz
Executive Vice President – First Republic Capital
Tel: (416) 957-6300