Toronto, Canada, January 9, 2017 – Jacob Securities Holdings Inc. (the “Acquiror”) announces that, on December 30, 2016, it acquired 10,157,400 common shares of Ceylon Graphite Corp. (formerly NWest Energy Corp.) (the “Company”), 10,157,400 special warrants and 704,246 common share purchase warrants of the Company in exchange for 6,000 common shares and 208 warrants of Plumbago Refining Corp. B.V. (“Plumbago”) held by the Acquiror, in connection with a Reverse Takeover (as that term is defined by the policies of the TSX Venture Exchange (“TSXV”) (the “RTO”) of the Company by Plumbago which was conducted through the facilities of the TSXV.
Immediately prior to the closing of the RTO, the Acquiror did not hold any shares of the Company. Immediately following the closing of the RTO, the Acquiror holds, directly or indirectly, 10,157,400 common shares, representing approximately 19.7% of the issued and outstanding common shares of the Company, 10,157,400 special warrants convertible into 10,157,400 common shares, representing approximately 40% of the issued and outstanding special warrants (assuming no other exercise of any convertible securities) of the Company and 704,246 common share purchase warrants convertible into 704,246 common shares, representing approximately 100% of the issued and outstanding common share purchase warrants (assuming no other exercise of any convertible securities) of the Company, which are subject to a certain escrow release event and an applicable TSXV escrow time based release schedule, as more particularly described in the Company’s filing statement filed in connection with the RTO dated December 22, 2016, available on SEDAR under the Company’s profile. Assuming the conversion of the special warrants and common share purchase warrants held by the Acquiror, it would hold, directly or indirectly, 21,019,046 common shares of the Company, representing approximately 33.7% of the currently issued and outstanding common shares (assuming no other exercise of any convertible securities).
The Acquiror acquired ownership of the 10,157,400 common shares, 10,157,400 special warrants and 704,246 common share purchase warrants pursuant to the RTO. The 10,157,400 common shares were acquired at a deemed price of $0.20 per share, any common shares acquired upon conversion of the special warrants have a deemed price of $0.20 per Share and any common shares acquired upon conversion of the common share purchase warrants have a deemed price of $0.20 per common share, such that the aggregate deemed value of the common shares and the common shares acquired upon the conversion of all 10,157,400 special warrants and 704,246 common share purchase warrants held by the Acquiror is $4,203,809.20
In accordance with applicable securities laws, the Acquiror may, from time to time and at any time, acquire additional common shares of the Company and/or other equity, debt or other securities or instruments (collectively, “Securities”) of the Company in the open market or otherwise, and it reserves the right to dispose of any or all of its Securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the Securities, the whole depending on market conditions, the business and prospects of the Company and other relevant factors, subject to applicable escrow restrictions. A copy of an early warning report filed by the Acquiror in connection with the RTO is available on SEDAR under the Company’s profile. This press release is issued under the early warning provisions of Canadian securities legislation.
For further information or for a copy of the early warning report filed with the relevant Canadian Securities regulators in conjunction with this news release please contact Jacob Securities Holdings Inc. Attention: Khurram Malik at 416-875-8395.
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
FORWARD LOOKING STATEMENTS:
This news release contains forward-looking information as such term is defined in applicable securities laws, which relate to future events or future performance and reflect management’s current expectations and assumptions. The forward-looking information includes statements about Ceylon Graphite’s grids, Ceylon Graphite’s plans to undertake additional drilling and to develop a mine plan, and to commence establishing mining operations. Such forward-looking statements reflect management’s current beliefs and are based on assumptions made by and information currently available to Ceylon Graphite, including the assumption that, there will be no material adverse change in metal prices, all necessary consents, licenses, permits and approvals will be obtained, including various Local Government Licenses and the market. Investors are cautioned that these forward-looking statements are neither promises nor guarantees and are subject to risks and uncertainties that may cause future results to differ materially from those expected. Risk factors that could cause actual results to differ materially from the results expressed or implied by the forward-looking information include, among other things, an inability to reach a final acquisition agreement, inaccurate results from the drilling exercises, a failure to obtain or delays in obtaining the required regulatory licenses, permits, approvals and consents, an inability to access financing as needed, a general economic downturn, a volatile stock price, labour strikes, political unrest, changes in the mining regulatory regime governing Ceylon Graphite, a failure to comply with environmental regulations and a weakening of market and industry reliance on high quality graphite. Ceylon Graphite cautions the reader that the above list of risk factors is not exhaustive.
These forward-looking statements are made as of the date hereof and, except as required under applicable securities legislation, Ceylon Graphite does not assume any obligation to update or revise them to reflect new events or circumstances. All of the forward-looking statements made in this press release are qualified by these cautionary statements and by those made in our filings with SEDAR in Canada (available at www.sedar.com)
