Aurex Signs Purchase and Sale Agreement to Sell US Subsidiary
Pursuant to the Share Purchase Agreement, Hansco will acquire 100% of the issued and outstanding common shares of DSRI from Aurex. As consideration, Hansco will issue an aggregate of 14,000,000 shares to Aurex at a deemed price of $0.15 per share, representing aggregate consideration of $2,100,000. The transaction is subject to completion of certain conditions precedent, including without limitation: the preparation and filing of a Filing Statement with the Exchange; completion by Hansco of a private placement for gross proceeds of no less than $2,000,000; and receipt of all necessary regulatory and Exchange approvals. Until completion of all conditions and receipt of all approvals there can be no assurance that the transaction will be completed as proposed or at all.
The transaction is intended to qualify as Hansco's "Qualifying Transaction" as defined by Policy 2.4 of the TSX Venture Exchange (the "Exchange"). Following closing, the resulting issuer (the "Resulting Issuer") will be a "Mining" issuer under the policies of the Exchange. Upon receipt of the the 14,000,000 Hansco shares, Aurex will own approximately 70% of the issued and outstanding shares of the Resulting Issuer, prior to the closing of the private placement described above.
Further details of the proposed transaction will follow in future press releases.
About AUrex Energy Corp.
Aurex Energy Corp. is a Canadian-based resource exploration and development company with its head office in Saskatoon, SK. Aurex is focused on the acquisition and development of a diversified portfolio of resource properties critical to current and future energy production. This includes natural gas, base metals, and gold.
Aurex Energy Corp. TRADES ON THE TSX VENTURE EXCHANGE UNDER THE SYMBOL "AURX"
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To receive information by e-mail, visit www.aurexenergy.ca and click "Contact".
NEITHER THE 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.
CAUTION REGARDING FORWARD LOOKING STATEMENTS
Certain statements contained herein constitute forward-looking statements. Such forward-looking statements are subject to both known and unknown risks and uncertainties which may cause the actual results, performances or achievements of the Corporation to be materially different from any future results, performances or achievements expressed or implied by such forward-looking statements. The forward-looking statements included in this press release are made as of the date of this release and except as required by law, the Corporation does not undertake any obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events or otherwise.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release may contain statements within the meaning of safe harbour provisions as defined under United States Securities Laws and Regulations. The above statements are based on the current expectations and beliefs of the management of Aurex Energy Corp. and are subject to a number of risks and uncertainties that may cause the actual results to differ materially from those described above.
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