First Global Provides Update on Sale of Assets and Go Forward Plan

Toronto, Ontario–(Newsfile Corp. – May 17, 2019) – First Global Data Ltd. (TSXV: FGD) (OTC Pink: FGBDF) (FSE: 1G5) (“First Global” or the “Company”) is pleased to provide the following updates and strategic plan going forward.

Important Changes

Since January 2019, First Global has been in transition. It started with the resignations of its long time CEO and COO as well as the entire board that had run the Company for several years.

A group of shareholders and senior creditors, along with senior management, resolved to stabilize the organization and prepare for the next phase of the Company. A new board was appointed, featuring a majority of independent directors who bring diverse experiences, corporate governance know-how, business acumen and fresh perspective. In addition to this, the Board has begun the process of looking for a new management team. It has identified several possible candidates and hired a highly qualified Chief Compliance Officer for its US entity.

The current board is actively involved in all decisions of the organization. In the interests of austerity, the Company over the last few months has dramatically reduced its workforce and operating expenses. It has reduced staffing from approximately sixty people in late 2018 to just four at present. The Company has also reduced its three large offices to two smaller offices.

Going Forward

The Company has been cease-traded by order of the Ontario Securities Commission (“CTO”) for over a year and, as a consequence of its resulting financial situation, has decided to sell assets to both meet obligations as well as to re-align its long-term business strategy into what it has concluded to be more sustainable, responsible and beneficial to shareholders and other stakeholders in the future.

To this end senior management, the board and senior lenders have been reviewing all strategic options, including but not limited to the sale of all assets. The Company has reached out to various parties that would have an interest in its domestic and international money remittance divisions as well as its technology platforms and hosted technology, and has entertained various negotiations and non-binding offers.

Sale of Assets

First Global is pleased to announce that it successfully completed, effective May 2, 2019, the sale of its existing international operations (i.e. all operations excluding Canada and US) to Nanpersaud & Company Ltd., an arm’s-length third party purchaser. While the Company received some cash to address its immediate needs from this sale, more importantly, it will also continue to receive a royalty payment on a quarterly basis on gross revenue for the next eight years per the terms of the agreement. The Company anticipates that this royalty will take a few months to become meaningful, but also anticipates that such royalty could be significant if the purchaser commits the right resources and focus to develop those international markets. However, the Company has no control over the purchaser and, therefore, there can be no assurance that any such anticipated results will materialise as hoped.

First Global has also reached an agreement to sell its US licensed business to an arm’s-length third party by the name of Azira Corporation, subject to any required regulatory approval. The terms of the agreement include that the aggregate purchase price will be $5.0M USD for 95% interest in FGMI, on an “as is, where is basis” with such price being paid as: (a) $1.0M USD in cash, with a minimum of $250,000 USD upon closing and the remaining outstanding amount of $750,000 USD being paid within 150 days, and (b) $4.0M USD being paid as a royalty, as eight percent of gross revenues from FGMI, on a monthly basis with reporting and payments being due within five business days of each month end. The buyer will assume day-to-day operations and all related costs and responsibilities, with any intercompany loans being forgiven, at the time of closing, which shall occur on or before May 30th, 2019 unless otherwise extended by agreement of the parties.

New Strategy

First Global intends to transform itself from a technology developer and vendor, as well as a bricks and mortar money transmitter in the USA and Canada, into a pure online money transmitter, eWallet, and hosted solutions provider focused on inbound and outbound money transmissions from and to (as well as within) Canada and the USA. The Company understands that this is a significant evolution from its past and current business that will require a realignment of the strategic direction and focus of the business. This will also mean that the roles and people required on a go-forward basis will be different than in the past. To that end, the Company has begun a human resource realignment and intends to continue with the same over the next year. The Company also intends to abandon ambitions of developing or acquiring companies so as to control and own all software. Going forward the Company plans to partner with technology developers rather than focus on internally developing all of its software. Doing so will potentially allow the Company to dramatically reduce personnel and staffing costs, while looking to review shareholder relationships and leveraging its channel partners for sales. However, no such partnership or co-ventures with developers have yet materialized and there can be no assurance that the Company will be in a position to do so. In addition, given the Company’s current financial condition, there can be no assurance as to the Company’s ability to execute on this plan or its ability to acquire the people and resources needed to do so.

Funding

As a result of First Global being subject to the CTO for over a year, the Company has faced funding-related challenges. To pursue its new initiatives, the Company understands and anticipates that a major round of funding and capitalization will be required in the near term. As such, the Company is currently considering options such as a significant debt-for-equity conversion program. However, any such program would require a partial revocation order of the current CTO from the Ontario Securities Commission. The same requirement would apply to any private placement or other financing. There can be no assurance that the Ontario Securities Commission will grant any such partial revocation order.

Background

First Global is an international financial services technology (“FINTECH”) company based in Ontario.

For further information please contact:
Ruth Fraser, Manager
First Global Data Limited
Email: rfraser@firstglobaldata.com
Tel: 416 504-3813

Caution:

Neither TSX Venture Exchange Inc. (“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.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities offered in any jurisdiction in which such offer, solicitation or sale would be unlawful.

FORWARD LOOKING INFORMATION

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities in any jurisdiction.

This press release contains certain “forward-looking information”. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, the plans, initiatives and strategies of the Company, its anticipated needs for funding, its anticipated sale of assets to Azira Corporation the implementation of a debt-for-equity program or the application to, and granting by, the Ontario Securities Commission of any partial revocation order) constitute forward-looking information.

This forward-looking information reflects the current expectations or beliefs of the Company based on information currently available to the Company as well as certain assumptions including, the ability of the Company to complete the sale transaction with Azira Corporation and raise sufficient funds in a timely manner.

Forward- looking information is subject to a number of significant risks and uncertainties and other factors that may cause the actual results of the Company to differ materially from those discussed in the forward-looking information, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on the Company. Factors that could cause actual results or events to differ materially from current expectations, include, but are not limited to, the inability of the Company to complete the purchase transaction with Azira Corporation on satisfactory terms, if at all, the Company’s failure to obtain a partial revocation order, the Company’s inability to execute on its future plans and initiatives as currently contemplated or its failure to attract investors or to complete any shares-for-debt conversions with creditors.

Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/44882

Advertisements

Cardero Arranges $150,000 in Loans

Vancouver, British Columbia–(Newsfile Corp. – May 17, 2019) – Cardero Resource Corp. (TSXV: CDU) (FSE: CR5) (“Cardero” or the “Company”) , reports that, subject to TSX Venture Exchange (“TSXV”) acceptance, the Company has secured loans in the aggregate amount of $150,000 (the “Loans”) with certain Directors of the Company (the “Lenders”).

The Loans have a two year term and bear interest at a rate of 12% per annum compounded annually, payable on the maturity date. The Company has agreed to issue in aggregate 3,000,000 non-transferable bonus common share purchase warrants (each, a “Bonus Warrant”) to the Lenders. Each Bonus Warrant will entitle the holder to purchase one common share in the capital of the Company at an exercise price of $0.05 per share for a period of two years. All securities issued pursuant to the Loans will be subject to a hold period of four months and one day in Canada from the date of issuance. The funds available from the Loans will be used for general working capital.

ABOUT CARDERO RESOURCE CORP.

Cardero Resource Corp., headquartered in Vancouver, is a resource company focussed on building a minerals exploration and development company. Cardero has completed the option to acquire up to a 100% interest in the Zonia Copper Oxide Project, located in Arizona. Zonia is a near-surface copper-oxide resource and a brownfields site having already been mined in the late 1960s and ’70s. The entire currently defined resource (NI43-101 amended & dated October, 2017) is located on private land, and Cardero’s plan going forward is to complete detailed engineering in anticipation of permitting the Project. The resource has been almost entirely pre-stripped and is ready for mining to begin.

In September 2016, Cardero completed staking a total of 57 claims, the Silver Queen block, covering 424.5 hectares (1049 acres) adjacent to the southeast edge of Zonia.

The Company also has an option agreement covering one nickel-cobalt property in south eastern British Columbia the, Kootenay Project totalling approximately 5,300 hectares. The Project is within the prospective Lardeau Group, which hosts numerous volcanogenic massive sulphide deposits, including the past-producing Goldstream mine located north of Revelstoke.

Detailed information is available at the Company’s web site at www.cardero.com.

On Behalf of the Board of Directors of
CARDERO RESOURCE CORP.

“Stuart R. Ross” (signed)

Stuart R. Ross, CEO and President

Contact Information:

Stuart Ross or Marla Ritchie
604 408 7488

General Contact:

Email: info@cardero.com
Toll Free: 1-888-770-7488
Tel: 604 408-7488
Fax: 604 408-7499

Cautionary Note Regarding Forward-Looking Statements

Forward Looking Information: This news release includes certain information that may be deemed “forward looking information”. Forward-looking information 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. All information in this release, other than information of historical facts, including, without limitation, the potential of the Zonia and Kootenay projects, general future plans and objectives for these projects, the availability of financing to the Company and the Company’s plans in relation to exploration programs and exercising its options regarding the projects are forward-looking information that involve various risks and uncertainties. Although the Company believes that the expectations expressed in such forward-looking information are based on reasonable assumptions, such expectations are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking information. Forward-looking information is based on a number of material factors and assumptions. Factors that could cause actual results to differ materially from the forward-looking information include changes in project parameters as plans continue to be refined, future metal prices, availability of capital and financing on acceptable terms, general economic, market or business conditions, regulatory changes, delays in receiving approvals, and other risks detailed herein and from time to time in the filings made by the Company with securities regulatory authorities in Canada. Mineral exploration and development of mines is an inherently risky business. Accordingly, actual events may differ materially from those projected in the forward-looking information. For more information on the Company and the risks and challenges of our business, investors should review our continuous disclosure filings which are available at www.sedar.com. Readers are cautioned not to place undue reliance on forward-looking information. The Company does not undertake to update any forward looking information, except in accordance with applicable securities laws.

This press release is not, and is not to be construed in any way as, an offer to buy or sell securities in the United States.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/44878

Fjordland Exploration Announces South Voisey’s Bay Project Update

Vancouver, British Columbia–(Newsfile Corp. – May 17, 2019) – Fjordland Exploration Inc. (TSXV: FEX) (“FEX”) is providing an update regarding exploration of the South Voisey’s Bay nickel-copper-cobalt project located 80 km south of the producing Voisey’s Bay Mine in Labrador.

Commander Resources Ltd. (“CMD”), the project operator, has received and deposited to FEX’s project account the sum of $167,740. The government of Newfoundland and Labrador provided a grant under their Junior Exploration Assistance Program of $97,875. In addition, a reimbursement of certain prepaid tenure assessment obligations of $69,865 was received.

With respect to funding, HPX BC Holdings Ltd. (“HPX”) has executed an Investment Agreement with FEX on September 5, 2017 which obliged HPX to provide certain option payments and exploration expenditures in order to qualify for a 65% project interest. The underlying option and investment agreements (refer to news release NR17-06 dated August 28, 2017) contain two key deadline dates for funding of exploration expenditures, specifically October 31, 2021 prior to which $3,000,000 in exploration expenditures are to be incurred in order for FEX to move to a 75% project interest (currently a 35% interest has been earned). The final deadline is October 31, 2024 to expend a further $5,000,000 on exploration at which time FEX would have earned a 100% interest. If HPX funds $7.4 million of this program in addition to making $290,000 of option payments to CMD, FEX would have the obligation to transfer a 65% project interest to HPX.

The exploration agreements stipulate that government grants, when received are to be expended and credited to the earn-in obligations. FEX intends to comply with this condition and estimates that the Company will then be within $230,000 of meeting the exploration requirements to advance to a 75% project interest.

A relatively modest exploration program is planned for 2019, financed with funds currently in the project account. This program will consist of re-logging of historical core and geological mapping of prospective drill locations. Work will also focus on collecting rock properties data such as density measurements to aid in the ongoing re-interpretation and processing of historical datasets. This will allow the revision of the extensive gravity dataset for future drill targeting.

The project technical team consisting of FEX/CMD/HPX earth scientists remain committed to the project and are optimistic that further drilling will yield a discovery.

Management of FEX, CMD and HPX wish to express their collective appreciation to the Government of Newfoundland and Labrador for the continued cooperation and financial support of the Department of Natural Resources in our mutual quest of identifying and developing the province’s natural resources.

About Fjordland Exploration Inc.

Fjordland Exploration Inc. is a mineral exploration company that is focused on the discovery of large scale potentially economic deposits located in Canada. For further information visit Fjordland’s website at www.fjordlandex.com.

On behalf of the Board of Directors,

“Richard C. Atkinson”

Richard C. Atkinson, P.Eng.
President & CEO

For further information, please call:

FJORDLAND EXPLORATION INC.

Richard C. Atkinson, President and CEO

1-604-805-3232

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.Some statements in this news release may contain forward-looking information. These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the statements. Such factors include without limitation the completion of planned expenditures, the ability to complete exploration programs on schedule and the success of exploration programs.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/44874

Castle Peak Mining Ltd. Provides Third News Release on Corporate Developments Since its TSX Venture Exchange Trading Halt 90 Days Ago

Vancouver, British Columbia–(Newsfile Corp. – May 17, 2019) – Castle Peak Mining Ltd. (TSXV: CAP) (“Castle Peak” or the “Company”)  hereby provides a third news release on corporate developments since its TSX Venture Exchange trading halt 90 days ago.

The Company is pleased to announce that it has concluded the NI 43-101 technical report (“technical report”) on the Kunsu PL property, which has been authored by Prosper Mackenzie Nude, PhD., MAIG, a member of the Australian Institute of Geoscientists with registration number 7381. Following the approval of the technical report by the TSX Venture Exchange the Company has filed the technical report with signature date of 3rd May, 2019 on Sedar.

Finally the Company is pleased to announce the latest field progress update on the ongoing follow-up exploration work. This work commenced on the 22nd February, 2019 and has covered the 5.8 km Induced Polarization (IP) geophysical survey at the North Grid zone, followed by 882 meters of trenches excavated on the geophysical defined targets. This involved 737 samples, comprising 668 trench samples and 69 Quality Control-Quality Assurance samples, submitted to the ALS laboratories in Kumasi, Ghana for Au analysis by Fire Assay and AAS finish.

The Company is pleased to report that the current trench results returned significant Au grade (> 100 ppb Au) intersections hosted within quartz vein lodes. Notable are trenches GKUTR004, GKUTR005 and GKUTR006 which are on strike length of 300m within the West-North Grid anomaly zone, and trenches GKUTR009 and GKUTR010 on 100m strike length within the East-North Grid anomaly zone; mineralization is open ended west of GKUTR004. A 300m lateritic zone, inferred at this stage to be masking mineralization and Au expressions, separates the West-North Grid and the East-North Grid anomaly zones. A summary of results from trench samples of significance Au grades (>0.1g/t Au) is presented in Table 1.

Table 1: Results from the trench intersections with Au grades >0.1g/t

Trench ID Line Total Length (m)  From (m)  To (m)   Intercept Width (m) [Au (g/t)] Remarks
GKUTR004 L1000 79.2 13 33 20 0.35 Including 2.36 g/t @ 19m, & 1.08g/t @ 27m
53.7 64.7 11 0.48 Including 3.54 g/t @ 62.7 m
GKUTR005 L800 108.6 13 18 5 0.32 Including 0.68 g/t @ 18 m
83 84 1 0.66  
GKUTR006 L700 162.2 41.8 42.8 1 0.248  
96.8 98.4 1.6 1.28  
GKUTR009 L400 93* 117 121 4 0.32  

GKUTR010

L300

108.1*

0 8 8 0.134  
101.3 111.3 10 1.06 Including 9.55 g/t @ 104.3m
112.3 114.3 2 0.43 Including 0.75 g/t @ 112.3m
115.3 119.3 4 0.2 Including 0.47 g/t @ 115.3m
* Excludes zones not sampled

 

These results from the trench samples provide compelling evidence of significant Au mineralization within the North Grid zone of the Kunsu property; the mineralized zone is traceable 1km on strike, separated by 300m of lateritic zone which is being investigated further.

The Company is in progress to preparing for a drilling exercise to be based on a combination of the gold in trench sample anomalies and the geophysical IP survey result.

ON THE KUNSU PROPERTY

The Kunsu PL is located approximately 35 Km Northwest of Kumasi and 240 Km Northwest of Accra; the property is centred approximately on Latitude 6°48’00” North and Longitude 1° 56.00” West (WGS84 Zone 30N). The property which is situated in close proximity to the Sefwi gold belt is strategically placed on the Asankragwa-Manso Nkwanta gold belt. The Kunsu concession is about 27 Km north of Asanko Gold’s mine, and even closer to the Asanko Esaase gold prospect, all of which are inferred to be underlain by similar geology regionally as Kunsu.

TECHNICAL DISCLOSURE

Castle Peak’s technical disclosure in this news release has been reviewed and approved by Prosper Mackenzie Nude, PhD.,MAIG who serves as a Qualified Person under the definition in National Instrument 43-101 (‘NI 43-101’).

ABOUT CASTLE PEAK

Castle Peak Mining Ltd. is a Canadian-based junior exploration company focused on advancing greenfields and early stage gold projects. Castle Peak has successfully discovered and sold the high grade Apankrah deposit with an associated strategic land package. The Company is in process of acquiring the Kunsu prospecting license strategically placed on the Asankragwa -Manso Nkwanta gold belt in Ghana, West Africa.

On behalf of the Board of Castle Peak Mining Ltd.:

“Iyad Jarbou”
Chief Financial Officer
Tel: 604-362-7685
Email: iyadj@castlepeakmining.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.

FORWARD-LOOKING AND OTHER CAUTIONARY INFORMATION

This release includes certain statements that may be deemed “forward-looking statements”. All statements in this release, other than statements of historical facts,that address the planned operations are forward-looking statements. Although the Company believes the forward-looking statements are based on reasonable assumptions, such statements should not be in any way construed as guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices for metals, the conclusions of detailed feasibility and technical analyses, the timely renewal of key permits, lower than expected grades and quantities of resources, mining rates and recovery rates and the lack of availability of necessary capital, which may not be available to the Company on terms acceptable to it or at all. The Company is subject to the specific risks inherent in the mining business as well as general economic and business conditions. For more information on the Company, Investors should review the Company’s Annual Form 40-F filing with the United States Securities Commission and its home jurisdiction filings that are available at www.sedar.com.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/44876

High Mountain Capital Corporation Announces Entering into of an Amalgamation Agreement with Facedrive Inc.

Calgary, Alberta–(Newsfile Corp. – May 17, 2019) – High Mountain Capital Corporation (TSXV: BUZD.P)  (“High Mountain“) is pleased to announce that it, together with its wholly-owned subsidiary, 2696170 Ontario Inc. (“Subco“), has entered into an amalgamation agreement dated May 15, 2019 (the “Amalgamation Agreement“) with Facedrive Inc. (“Facedrive“) pursuant to which Subco will amalgamate with Facedrive (the “Amalgamation“) to complete an arm’s length qualifying transaction (the “Transaction“) in accordance with the policies of the TSX Venture Exchange (the “TSXV“). The Amalgamation is structured as a three-cornered amalgamation and, as a result, the amalgamated corporation will become a wholly-owned subsidiary of High Mountain at the time of the completion of the Amalgamation. Following the completion of the Amalgamation, High Mountain will change its name to “Facedrive Inc.” (the “Resulting Issuer“). The Amalgamation Agreement will be made available on SEDAR at www.sedar.com. Facedrive and High Mountain anticipate closing the Transaction in mid to late July 2019.

About Facedrive

Facedrive is a Toronto-based ridesharing company that operates in the technology sector. Incorporated in Ontario in 2016, Facedrive was created to offer a transportation network that was first and foremost socially responsible and CO2 emissions neutral. Facedrive is a unique people and planet first ride-sharing platform committed to doing business fairly and equitably with both our riders and drivers.

As a community platform, drivers are real partners in Facedrive, benefitting from uniquely customized incentives and rewards that reflect Facedrive’s dedication to shared success and amongst the highest in the ridesharing industry. Facedrive’s commitment to the planet is demonstrated by green-incentives for both drivers and customers because Facedrive believes that we all benefit when empowered individuals make positive choices.

Facedrive customers can request rides in electric, hybrid and gas-powered vehicles through the Facedrive App. Trips on the system offset the CO2 emitted by contributing a portion of the fare to carbon offset, tree planting and other measured, sustainable programs. Facedrive is a first of its kind ridesharing platform that is designed to incentivize and empower the green and socially responsible consumer that is looking to make a meaningful and measurable impact.

Select Financial Information for Facedrive

Based on the audited annual financial statements for Facedrive for the year ended December 31, 2018, Facedrive had gross fees from riders of $58,541, net revenue of $13,579 and a net loss of $1,933,547. As at December 31, 2018, Facedrive had total assets of $200,497, total liabilities of $1,223,334 and a shareholder’s deficiency of $1,022,837.

Facedrive Financing

Before the effective time of the Amalgamation, Facedrive proposes to complete a non-brokered private placement (the “Private Placement“) of subscription receipts (the “Subscription Receipts“). Pursuant to the Private Placement, Facedrive will offer up to $5,000,002 of Subscription Receipts representing 666,667 Subscription Receipts at a price of $7.50 per Subscription Receipt (which is also the Transaction Price, as that term is defined by the TSXV).

Each Subscription Receipt will be exchangeable for one class B share in the capital of Facedrive (a “Facedrive Class B Share“) upon the satisfaction of certain conditions related to the Transaction. Pursuant to the terms of the Amalgamation Agreement, holders of Facedrive Class B Shares exchanged for the Subscription Receipts will receive common shares in the capital of the Resulting Issuer (the “Resulting Issuer Common Shares“) upon completion of the Amalgamation (and subject to the share consolidation, as described under the heading “About the Transaction“) on the basis of 0.473538 Resulting Issuer Common Shares for each Facedrive Class B Share held. The completion of the Private Placement is not a condition to closing the Transaction.

The net proceeds from the Private Placement will be used for scaling the business, launching Facedrive into multiple cities and for general corporate purposes.

Facedrive intends to pay a finder’s fee in connection with the Private Placement of 5% or $0.375 per Subscription Receipt sold.

About the Transaction

Under the terms of the Amalgamation Agreement, at the effective time of the Amalgamation, among other things, each holder of class A shares in the capital of Facedrive (the “Facedrive Class A Shares” together with the Facedrive Class B Shares, the “Facedrive Shares“) and Facedrive Class B Shares shall exchange their Facedrive Shares for Resulting Issuer Common Shares on the basis of 0.473538 fully paid and non-assessable Resulting Issuer Common Share for every one Facedrive Share held. There are currently 12,236,846 Facedrive Class A Shares and 5,945,205 Facedrive Class B Shares outstanding.

Immediately after the completion of the Transaction on a non-diluted basis and after giving effect to the High Mountain consolidation, the current shareholders of High Mountain (assuming exercise of all High Mountain options) will own following the Transaction approximately 132,400 Resulting Issuer Common Shares (1.46%) and the holders of Facedrive Shares existing immediately prior to the Transaction (including any Facedrive Class B Shares issued upon the conversion of the Subscription Receipts) will own following the Transaction approximately 8,609,892 Resulting Issuer Common Shares (95.05%).

Imran Khan, a co-founder of Facedrive and a resident of Canada, and Sayan Navaratnam, a resident of Canada, will hold 22.72% and 24.25% of the Resulting Issuer Common Shares, respectively, each representing a controlling interest in Facedrive following the completion of the Transaction.

High Mountain will hold an annual and special meeting of its shareholder on July 4, 2019 to approve certain matters related to the Transaction, including:

  • the appointment of UHY McGovern Hurley LLP as the auditor and the authorization of the board of directors of High Mountain to fix the remuneration thereof;
  • fixing the number of directors to be elected at five (5);
  • electing directors of High Mountain for the ensuing year;
  • a change in the name of High Mountain from “High Mountain Capital Corporation” to “Facedrive Inc.” or such other name as the board of directors of High Mountain deems appropriate;
  • a new High Mountain stock option plan;
  • a consolidation of the common shares of High Mountain on the basis of one post consolidation common share for every 50 pre-consolidation common shares; and
  • a continuance of High Mountain from a corporation incorporated under the laws of the Province of Alberta to a corporation continued under the laws of the Province of Ontario.

Additional details regarding the annual and special meeting of the shareholders of High Mountain will be available in a management information circular that will be delivered to shareholders of High Mountain in early June 2019. The Amalgamation will be approved by the sole shareholder of Subco and by the shareholders of Facedrive, each by way of a resolution.

The completion of the Amalgamation is conditional on obtaining all necessary regulatory and shareholder approvals in connection with the matters described above and other conditions customary for a transaction of this type.

Note that all of the foregoing figures in this press release have been calculated based on the following assumptions: (i) 666,667 Subscription Receipts are issued pursuant to the Private Placement; (ii) the Private Placement closes in May or June 2019; and (iii) the Transaction closes in July 2019. If these assumptions differ from the foregoing, the number of Resulting Issuer Common Shares held by shareholders of Facedrive will differ.

Arm’s Length Transaction

The Transaction was negotiated by parties who are dealing at arm’s length with each other and therefore, in accordance with the policies of the TSXV, is not a Non-Arm’s Length Qualifying Transaction, as that term is defined by the TSXV.

Proposed Management and Board of Directors of the Resulting Issuer

Upon completion of the Transaction, it is anticipated that the persons identified below will serve as directors and officers of the Resulting Issuer.

Sayan Navaratnam – Chief Executive Officer and Director

Sayan Navaratnam graduated from the University of Toronto with a double specialist degree in economics and political science. Mr. Navaratnam has over twenty years of executive experience in technology development, sales and marketing. Mr. Navaratnam was the Chief Operating Officer and a shareholder of ASPRO Technologies Ltd. (“ASPRO“), a company in the business of developing digital video management systems for the security industry. Mr. Navaratnam led the successful sale of ASPRO to a group of investors from New York and Toronto. After ASPRO Technologies Ltd., Mr. Navaratnam joined A. C. Technical Systems Ltd., as the Chief Executive Officer, one of the largest independent security and surveillance systems integrator in Canada. Creative Vistas, Inc. acquired A. C. Technical Systems Ltd. and Mr. Navaratnam became the Chairman of Creative Vistas, Inc. He also is the Chairman of Connex Telecommunications Corporation, one of the largest providers of contact centre technology solutions in Canada.

Mr. Navaratnam currently serves as the Chief Executive Officer and Chairman for Facedrive Inc. and also has ownership interests in several businesses in the technology development and provisioning fields. These businesses include Connex Telecommunications Corporation and all of its subsidiaries, Dependable It, Ossim-view, AC Technical Systems Ltd, Nationwide Solutions, Malar Investment Holdings, Malar Group, Pneutech Rousseau Group, Knowledgehook, DeCosta Social, Bryte Path partners, Hauskey, Dyna Lync, Pulse services, among others. He also serves on the board of a number of these companies.

Junaid Razvi – Executive Vice President, Corporate Secretary and Director

Junaid Razvi has worked in the technology and telecommunications industry for close to 20 years. Mr. Razvi founded Pan Arabia Information Systems (“Pan Arabia“) in 2008 in the United Arab Emirates. Pan Arabia provides telecom related services and solutions to the oil & gas industries along with semi-governmental agencies in Abu Dhabi.

Mr. Razvi co-founded Facedrive with the intent to create the first sustainable ride share platform in Canada. Mr. Razvi, in his capacity as a co-founder, is responsible for looking after all corporate governance and affairs for Facedrive.

Hamilton Jeyaraj – Director

Hamilton Jeyaraj is a family physician and an interventional pain management specialist in Ontario. Dr. Jeyaraj has been in active practice for the past 12 years. He is currently an adjuvant assistant professor for the family medicine residency program at Queen’s University in Kingston, Ontario. Dr. Jeyaraj serves as the Chief Executive Officer of Medical Trust Clinics. Dr. Jeyaraj is the medical director of six clinics across Ontario. Dr. Jeyaraj completed his medical degree in India and completed his family medicine residency at University of Wisconsin in Milwaukee. Dr. Jeyaraj also holds an Honors in Bachelor of Science degree from University of Toronto.

Dominic Burns – Director

Dominic Burns founded A.C. Technical and currently serves as its President, a position which he has held since 1990. Mr. Burns completed his electrical apprenticeship program in Northern Ireland. Mr. Burns graduated from Belfast College of Technology with honors in city & guilds electrical theory and regulations. Mr. Burns also holds a diploma in radio and navigation systems. Mr. Burns has an extensive understanding of quality controls in the avionics industry and has been a pioneer in transferring many of the high-quality standards and controls set in the avionics industry to the security integration market. Mr. Burns has been primarily responsible for expanding A.C. Technical’s presence in Canada and the United States. Mr. Burns has also designed a number of internal technical and marketing programs to expand A.C. Technical’s sales and technical capabilities. Mr. Burns has over 25 years of experience in the security integration industry. Mr. Burns also sits on the advisory board of three industry related companies located in the United States and Canada.

Paul Zed – Director

Paul Zed is counsel at McCarthy Tétrault LLP and also acts as a strategic advisor to the firm. For the past 10 years, Mr. Zed has provided strategic leadership advice within the telecom and technology sector. In September 2015, Mr. Zed was appointed Chairman of the Rogers Enterprise Business Unit (a division of Rogers Communications Inc.) President’s Advisory Board, where he worked on business development projects for the public and private sector. From 2009 to 2015, Mr. Zed served as Chairman of Cisco Systems Canada’s President’s Advisory Board, where the team led the establishment and transformation of the largest technology investment in Canadian history. Mr. Zed was also involved with the establishment of the $150 million Cisco Canada Innovation Program for venture capital start-ups.

Mr. Zed was elected three times serving almost ten years as the Member of Parliament for the federal ridings of Fundy Royal and Saint John. He served as the Chairman of several important committees of the House of Commons in Ottawa including the Standing Committee on Industry, Government Operations and Procedure and House Affairs, Transportation, Infrastructure and Communities. He was also the Parliamentary Secretary to the Leader of the Government and serving two Canadian Prime Ministers.

Heung Hung Lee – Chief Financial Officer

Heung Hung has more than 20 years of experience in financial management and international public accounting. Ms. Lee also has advanced knowledge in financial statement disclosure and audit issues and has extensive international business experience in countries such as the United States, Hong Kong SAR and the Peoples’ Republic of China. She was a manager at BDO Dunwoody LLP from 1999 to 2004. Ms. Lee holds a Bachelor of Business degree from Monash University in Australia. She is a Chartered Accountant in Canada and qualified CPA in Australia.

As Chief Financial Officer of Facedrive, Ms. Lee is responsible for review of financials and creating and implementing strong financial systems within the company. Ms. Lee is also highly involved in creating a platform for growth within Facedrive.

Sponsorship

Haywood Securities Inc., subject to completion of satisfactory due diligence, has agreed to act as sponsor in connection with the Transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the Transaction or the likelihood of completion.

Completion of the Transaction is subject to a number of conditions including, but not limited to, TSXV acceptance. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the content of this press release.

In this press release, all references to “$” are to Canadian dollars.

* * *

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “1933 ACT“) AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.

Notice regarding forward-looking statements:

This press release includes forward-looking statements regarding High Mountain, Subco, Facedrive, the Resulting Issuer and their respective businesses, which may include, but is not limited to, statements with respect to the completion of the Transaction and the Private Placement, the terms on which the Transaction and the Private Placement are intended to be completed, the use of the net proceeds from the Private Placement, the ability to obtain regulatory and shareholder approvals and other factors. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “is expected”, “expects”, “scheduled”, “intends”, “contemplates”, “anticipates”, “believes”, “proposes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Such statements are based on the current expectations of the management of each entity. The forward-looking events and circumstances discussed in this release, including completion of the Transaction and the Private Placement may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the technology industry, failure to obtain regulatory or shareholder approvals, economic factors, the equity markets generally and risks associated with growth and competition. Although High Mountain and Facedrive have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and High Mountain and Facedrive undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, other than as required by law.

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.

For further information concerning High Mountain Capital Corporation, please contact:

Bill Kanters, President, Chief Executive Officer and Director
Tel: (403) 619-7118

For further information concerning Facedrive Inc., please contact:

Sayan Navaratnam, Chief Executive Officer and Director
Tel: (905) 944-6535

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/44877

FEC Provides Update on Directorships

North Sydney, Australia–(Newsfile Corp. – May 17, 2019) – FEC RESOURCES INC. (OTC Pink: FECOF) (“FEC”) reports that it has been advised by Mr. Paul Wallace that he has resigned from the board of directors of Forum Energy Limited effective May 31, 2019.

On behalf of the Board of,

FEC Resources Inc.

Paul Wallace

Director

For more information please e-mail info@FECResources.com or visit the FEC Resources website at www.FECResources.com.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/44875

IAMGOLD commente les activités boursières récentes

Toronto, Ontario–(Newsfile Corp. – le 17 mai 2019) – IAMGOLD Corporation (TSX: IMG) (« IAMGOLD » ou la« Société ») transmet le commentaire suivant au sujet des récentes activités boursières.

La Société a pour politique générale de ne pas faire de commentaires sur des spéculations ou des rumeurs. La Société n’est pas au courant d’un changement important qui pourrait être à l’origine des récentes activités boursières sur ses titres. La Société étudie régulièrement diverses options stratégiques qui lui sont offertes et peut entreprendre des pourparlers concernant d’éventuelles opérations. La Société informera les marchés, tel qu’il est requis, et s’abstiendra de faire tout autre commentaire pour l’instant.

Au sujet d’IAMGOLD

IAMGOLD (www.iamgold.com) est une société minière de rang intermédiaire possédant quatre mines d’or en exploitation situées sur trois continents. À sa solide base d’actifs stratégiques en Amérique du Nord, en Amérique du Sud et en Afrique de l’Ouest s’ajoutent des projets de mise en valeur et d’exploration. IAMGOLD évalue continuellement des occasions d’acquisition de croissance et est en bonne position pour assurer sa croissance grâce à une saine santé financière, combinée à une expertise de gestion et d’exploitation.

Pour de plus amples renseignements :

Indi Gopinathan, responsable, Relations avec les investisseurs, IAMGOLD Corporation
Tél. : 416 360-4743 Cellulaire : 416 388-6883

Martin Dumont, analyste principal, Relations avec les investisseurs, IAMGOLD Corporation
Tél. : 416 933-5783 Cellulaire : 647 967-9942

IAMGOLD Corporation Sans frais : 1 888 464-9999 info@iamgold.com

Veuillez noter :

Vous pouvez obtenir une copie de ce communiqué de presse par télécopieur, par courriel, sur le site web d’IAMGOLD à www.iamgold.com et sur le site web de Newsfile à www.newsfilecorp.com. Vous pouvez obtenir tous les documents importants d’IAMGOLD sur le site www.sedar.com ou www.sec.gov.

The English version of this press release is available at http://www.iamgold.com/

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/44873