Anthem United Inc. (Formerly Turnberry Resources Ltd.) Completes Reverse Take-Over and $5 Million Financing
As part of the RTO, the Company changed its name to "Anthem United Inc.". The Company anticipates that its common shares will commence trading on the TSX Venture Exchange ("TSXV") on or about Tuesday, April 22, 2014 under the stock symbol "AFY".
The principal asset of Anthem United is a 75% interest in a joint venture currently developing a 350 tonne per day custom gold milling operation in Peru (the "Joint Venture"). In addition to cash on hand and the proceeds of the Private Placement, Anthem United has received US$5.0 million in committed financing to be provided to Anthem United pursuant to a gold sales agreement and subject to certain conditions including permitting and construction milestones. Anthem United's partner in the Joint Venture is EMC Green Group S.A., a private Peruvian company focused on the construction and operation of gold processing plants in Peru.
All of the Shares and the Consideration Warrants issued as part of the RTO are subject to an escrow agreement among the Company, Computershare Investor Services Inc. and certain securityholders of the Company (the "Escrow Agreement"). In addition, convertible securities held by such securityholders are also subject to the Escrow Agreement. Such escrow securities shall be released from escrow on a retroactive basis on the Company either (i) obtaining the operating permit for the Joint Venture, or (ii) graduating to the Toronto Stock Exchange. Once either of the conditions is achieved a retroactive release of securities subject to escrow will occur and the remaining securities subject to escrow will be released in accordance with a standard Tier 2 value security release schedule.
Changes to the Board of Directors
Messrs. Greg Smith, Daniel O'Flaherty, Marcel de Groot and Mark Backens have been appointed as directors of the Company. Greg Smith has been appointed the President and Chief Executive Officer of the Company and Daniel O'Flaherty has been appointed Executive Vice President. Ms. Kylie Dickson has also been appointed the Chief Financial Officer of the Company.
The Company also completed its previously announced Private Placement offering of 25,239,500 units (the "Units") at a price of $0.20 per Unit for gross proceeds of $5,047,900.
Each Unit is comprised of one common share and one-quarter of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one additional common share at a price of $0.35 for a period of five years following the date of the closing of the Private Placement. The common shares, Warrants and any common shares issued upon the exercise of the Warrants are subject to a four month and one day hold period.
A portion of the Private Placement was conducted on a non-brokered basis, whereby, 12,739,500 Units were sold for gross proceeds of $2,547,900. The remaining portion of the Private Placement was conducted as a brokered private placement (the "Brokered Private Placement") by Tempest Capital Corp. ("Tempest Capital") as agent, who sold 12,500,000 Units for gross proceeds of $2,500,000.
In connection with the Brokered Private Placement, the Company may be considered to be a "connected issuer" to Tempest Capital under applicable Canadian securities legislation. Mr. David De Witt, a former director and the CEO of the Company, is a former shareholder of Tempest Capital.
Tempest Capital received a cash commission of $150,000, representing 6% of the gross proceeds of the Brokered Private Placement.
It is anticipated that the net proceeds from the Private Placement will be used by the Company for general working capital and to fund the Joint Venture for the construction and commissioning of the gold milling operation.
In connection with the RTO and pursuant to the Company's stock option plan, the Company granted incentive stock options to certain directors, officers and consultants of the Company to purchase up to an aggregate 960,000 common shares in the capital stock of the Company. The options are exercisable at a price of $0.20 per common share, will expire on April 16, 2019 and will vest in four equal parts over two years after the grant. Options issued to directors and officers will be subject to the Escrow Agreement as described above.
The completion of the acquisition of Anthem United and the Private Placement are subject to certain conditions, including, but not limited to, final approval of the TSX Venture Exchange.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) 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 buy any of the Company's 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 "1933 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 1933 Act and applicable state securities laws, or an exemption from such registration is available. Any public offering of securities in the United States must be made by means of a prospectus that contains detailed information about the Company and its management, as well as financial statements.[/i]
This release contains certain "forward looking statements" and certain "forward-looking information" as defined under applicable Canadian and U.S. securities laws. Forward-looking statements can generally be identified by the use of forward-looking terminology such as "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "continue", "plans" or similar terminology. Forward-looking statements include, but are not limited to, statements with respect to the development of the Joint Venture and the use of proceeds of the Private Placement and their requisite timing. Forward-looking statements are based on forecasts of future results, estimates of amounts not yet determinable and assumptions that, while believed by management to be reasonable at the time of such forecasts, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Certain of the statements made herein by the Company are forward-looking and subject to various risks and uncertainties, both known and unknown, many of which are beyond the ability of the Company to control or predict. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements.
Forward-looking information is subject to known and unknown risks and uncertainties that may cause the Company's actual results, performance or achievements may be materially different from those expressed or implied by such forward-looking information, and are developed based on assumptions about such risks, uncertainties and other factors set out here in, including but not limited to the inherent risks involved in the exploration and development of mineral properties, the uncertainties involved in interpreting drill results and other exploration data, the potential for delays in exploration or development activities, mine development and production costs, future production levels, the geology, grade and continuity of mineral deposits, the possibility that future exploration, development or mining results will not be consistent with the Company's expectations, accidents, equipment breakdowns, title matters, labor disputes or other unanticipated difficulties with or interruptions in production and operations, fluctuating metal prices, unanticipated costs and expenses, uncertainties relating to the availability and costs of financing needed in the future, the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses, commodity price fluctuations, currency fluctuations, regulatory restrictions, including environmental regulatory restrictions and liability, competition, loss of key employees, and other related risks and uncertainties. The Company undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management's best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.
NOT FOR DISTRIBUTION TO THE UNITED STATES WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Anthem United Inc.
Greg D. Smith