TORONTO, ON / ACCESSWIRE / March 27, 2019 / Gander Exploration Inc (“Gander” or “the Company”) announces that it has agreed a private placement in the amount of $12,000 by the issuance of 1,200,000 common shares at $0.01 per share. David Lonsdale, who is a director and CEO of the Company, Gaurav Singh, who is also a director and CFO of the Company, Peter Wanner and Mark Wettreich, also directors of the Company, have agreed to invest $3,000 each.
The Company has also offered to settle its debt owed to GreenBank Capital Inc. and Buchans Wileys Exploration Inc. by issuing 1,295,000 shares common shares in the Company priced at CAD$0.01 in full settlement of the total amount of $12,950 owed.
Upon closing of the private placement and debt settlement, David Lonsdale will directly and indirectly beneficially own 337,600 common shares or 4.50% of the Company, Gaurav Singh will own 301,899 common shares or 4.03%, Peter Wanner will own 300,000 shares or 4.00% and Mark Wettreich will own 303,692 shares or 4.05% of the Company. The proceeds of the funding will be used for working capital. Upon exercising the debt settlement GreenBank Capital Inc., will increase its shareholding in the Company from 30.10% to 34.76%.
The participation by David Lonsdale, Peter Wanner, Mark Wettreich and Gaurav Singh, directors of the Company, in this transaction is considered to be a related party transaction as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). A special committee established by the board of directors and consisting of an independent director determined that the related party transaction is fair and reasonable in the circumstances to the Company. Neither the Company nor the related party has knowledge of any material information concerning the Company or its securities that has not been generally disclosed. The transaction will not have an effect on the direct or indirect voting interests of the related party, with the exception of the additional shares issued in this transaction. The process of approving the transaction involved the appointment of a special committee, the approval of the transaction by the special committee, the consideration of the transaction by the directors with David Lonsdale, Peter Wanner, Mark Wettreich and Gaurav Singh disclosing their interest, and the unanimous approval of the transaction by the directors. The special committee was comprised of one director who is independent within the meaning of MI 61-101.There is one director who is independent within the meaning of MI 61-101. The Company has relied on sections 5.5(b) of MI 61-101 for an exemption from the formal valuation requirement, and section 5.7(b) of MI 61-101 for an exemption from the minority shareholder approval requirements. A material change report in respect of the related party transaction will be filed at least 21 days in advance of the closing of the Agreement.
Separately, Larry Quinlan has resigned as CEO and director of the Company, to pursue other interests, and David Lonsdale has been appointed as the CEO of the Company.
About Gander Exploration Inc.
Gander Exploration Inc. is a minerals exploration company with interests in Newfoundland, Canada. It is a reporting issuer in British Columbia and Alberta.
Forward-Looking Information: This press release may include forward-looking information within the meaning of Canadian securities legislation, concerning the business and trading in the common stock of Gander Exploration Inc., the raising of additional capital and the future development of the businesses of Gander Exploration Inc. The forward-looking information is based on certain key expectations and assumptions made by the company’s management. Although the company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because Gander Exploration Inc can give no assurance that they will prove to be correct. These forward-looking statements are made as of the date of this press release and Gander Exploration Inc disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.
SOURCE: Gander Exploration Inc.
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