BLACK SEA COPPER & GOLD CORP. ("BLS")
[formerly Alternative Earth Resources Inc. ("AER")]
BULLETIN TYPE: Property-Asset or Share Purchase Agreement, Name Change and Consolidation
BULLETIN DATE: September 27, 2016
TSX Venture Tier 2 Company
TSX Venture Exchange Inc. (the "Exchange") has accepted for filing documentation in connection with a Share Exchange Agreement dated August 31, 2016, among Alternative Earth Resources Inc. ("AER"), Black Sea Copper and Gold Corp. ("BSCG") and all of the securityholders of BSCG (the "Agreement"), under which AER will acquire all of the outstanding securities of BSCG (the "Acquisition"). BSCG is a non-reporting British Columbia corporation that holds interests in various mineral properties and license applications located in Eastern Europe, including Bulgaria, Serbia and Turkey. The principal property of BSCG is an option to acquire 100% of the Alankoy copper-gold project located in Turkey (the "Alankoy Project").
Under the Agreement, AER will acquire all of the common shares of BSCG in exchange for:
1. the issuance to the shareholders of BSCG of a total of 23,190,002 common shares in the capital of AER, based upon an exchange ratio of one AER share for each share of BSCG including 50,000 common shares issued to PI Financial Corp. as a finder's fee on behalf of BSCG;
2. 2,050,000 stock options with an exercise price of $0.20 per share granted to replace existing BSCG stock options;
3. 2,010,000 share purchase warrants with an exercise price of $0.20 issued to replace existing BSCG share purchase warrants; and
4. $237,500 of convertible debt is due August 29, 2017 which is convertible into units, with each unit comprised of one common share on one half of one common share purchase warrant, with each whole warrant exercisable to acquire one further common share at a price of $0.20.
For additional information please refer to AER's news releases dated August 31, 2016 and September 23, 2016.
Insider / Pro Group Participation: Nil.
Name Change and Consolidation
Pursuant to a directors' resolution dated September 8, 2016, the Company has consolidated its capital on a 1.24 old for 1 new basis. The name of the Company has also been changed as follows.
Effective at the opening September 28, 2016, the common shares of Black Sea Copper & Gold Corp. will commence trading on TSX Venture Exchange, and the common shares of Alternative Earth Resources Inc. will be delisted. The Company is classified as a 'Mineral Exploration' company.
Post - Consolidation
Capitalization: Unlimited shares with no par value of which
10,537,154 shares are issued and outstanding
Escrow: Nil
Transfer Agent: Computershare Investor Services Inc.
Trading Symbol: BLS (new)
CUSIP Number: 09225W109 (new)
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