March 30, 2017, Calgary, Alberta: Jay Richardson, Chief Executive Officer and Chairman of EnerSpar Corp., (formally Walmer Capital Corp. (TSXV: WAL.H)) (TSXV: ENER) (the “Company” or “EnerSpar”), is pleased to announce that it has closed its Qualifying Transaction. The Company previously announced on November 3, 2016 the purchase agreement with Globex Mining Enterprises Inc. (TSX: GMX) (OTCQX: GLBXF) (FSE: G1MN) (“Globex”) whereby the Company will acquire the 100% legal and beneficial interest in the mineral property referred to as the Johan Beetz Feldspar Property located in Johan Beetz/Iles et ilets de Mingan 03 Township, Province of Quebec (the “Property”).
The Qualifying Transaction
Pursuant to the terms of the Qualifying Transaction, the Company issued a total of 2,000,000 shares to Globex. Further details regarding the Qualifying Transaction can be found in the Company’s Filing Statement (the “Filing Statement”) dated March 22, 2017 filed under the Company’s profile on SEDAR and in the prior press releases of the Company. The Exchange has provided conditional acceptance of the Qualifying Transaction including the listing of the Company as a Tier 2 Mining Issuer on the Exchange. The parties to the Qualifying Transaction will be making their final submission to the Exchange postclosing in connection with the Exchange’s issuance of its listing bulletin.
Subscription Receipt Financing
As previously announced, the Company completed a subscription receipt financing for $512,500.00 in gross proceeds. In connection with the completion of the Qualifying Transaction, the subscription receipts converted on a one-for-one basis into a total of 10,250,000 units of the Company, with each unit comprised of one common share of the Company and one half of one common share purchase warrant, each whole warrant being exercisable into a full common share for a period of 18 months from the closing date of the offering at a price of $0.10 per share. Escrowed proceeds of the offering have been released from escrow to the Company.
Name and Ticker Change
Prior to completing the Qualifying Transaction, the Company changed its name from Walmer Capital Corp. to EnerSpar Corp. The Company expects that the shares will commence trading on the TSX Venture Exchange under the new name and ticker symbol “ENER” upon the opening of the markets on April 3, 2017.
In connection with the completion of the Qualifying Transaction, the Company issued 400,000 common shares to an arm’s length party as payment of a finder’s fee.
James Richardson, Peter Andrews, Peter Bloch and John Arnold, as Principals (as defined under Exchange Policy) of the Company, have entered into a Tier 2 Value Escrow Agreement with the Exchange and Computershare Investor Services Inc., as escrow agent, in respect of an aggregate of 1,810,000 shares. Under the terms of escrow, 10% of such escrowed shares are immediately released upon closing with subsequent 15% releases occurring 6, 12, 18, 24, 30 and 36 months from closing.
ON BEHALF OF THE BOARD OF DIRECTORS:
Jay Richardson, Chief Executive Officer and Director
Toronto Office: 416-410-JAYR .
Neither the TSX Venture Exchange Inc. (“TSXV”) nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) has in any way passed upon the merits of the transactions described herein and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.
This press release may contain certain forward-looking information and statements (“forward-looking information”) within the meaning of applicable Canadian securities legislation, that are not based on historical fact, including without limitation statements containing the words “believes”, “anticipates”, “plans”, “intends”, “will”, “should”, “expects”, “continue”, “estimate”, “forecasts” and other similar expressions. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements. The Company undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Company, its securities, or financial or operating results (as applicable). Although the Company believes that the expectations reflected in forward looking information in this press release are reasonable, such forward-looking information has been based on expectations, factors and assumptions concerning future events which may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond the Company’s control, including the risk factors discussed in the Filing Statement which are incorporated herein by reference and are available through SEDAR at www.sedar.com. The forward-looking information contained in this press release is expressly qualified by this cautionary statement and is made as of the date hereof. The Company disclaims any intention and has no obligation or responsibility, except as required by law, to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.