Esrey Energy Ltd. (“Esrey” or the “Company“) (TSX VENTURE: EEL) announces that it has entered into a non-binding letter of intent (“LOI”) with PRG PLC, a private Malta company (“PRG”), to acquire Zinc Power Limited (“Zinc Power”), a majority owned subsidiary of PRG at arm’s length to the Company and its principals, whose principal assets include approximately 130,000 tonnes of zinc tailings located in Kosovo (the “Acquisition”).
Under the terms of the LOI, Esrey is to acquire 100% of the shares of Zinc Power from PRG and the minority shareholders of Zinc Power in exchange for 39,762,771 shares of Esrey (the “Esrey Shares”) being an amount equal to 100% of the current issued and outstanding shares of Esrey. It is contemplated that on closing (“Closing”) of the Acquisition, PRG will distribute the Esrey shares otherwise issuable to it to the shareholders of PRG on a pro rata basis. The Esrey Shares will be subject to resale restrictions in accordance with the policies of the TSX Venture Exchange including, but not necessarily limited to, a four-month hold period.
The LOI also provides that Esrey loan US $500,000 to Zinc Power, which loan is guaranteed by PRG.
On Closing, it is intended that Ray Power and Nitesh Shah of PRG would be appointed as directors of Esrey and Richard Green would resign.
Closing remains subject to each of Esrey and PRG completing a satisfactory due diligence review of the other and entering into a definitive agreement by May 12, 2017 and the acceptance of the Acquisition by the TSX Venture Exchange.
ESREY ENERGY LTD.
Per: “David Nelson”
President & CEO
For further information please contact:
Investor relations: 1-778-373-0103
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this news release constitute “forward-looking information” as such term is used in applicable Canadian securities laws. Forward-looking information is based on plans and estimates of management at the date the information is provided and certain factors and assumptions of management. Forward looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate include, but are not limited to, the risks related to unsatisfactory results of due diligence, international operations and doing business in foreign jurisdictions, and the risk of commodity price and foreign exchange rate fluctuations.