TORONTO, ONTARIO--(Marketwired - May 27, 2015) - Arbitrage Exploration Inc. ("Arbitrage" or the "Company") (CSE:AEA) is pleased to announce that further to its news releases dated January 15, 2015, February 12, 2015 and May 25, 2015, the Company has listed its common shares (the "Listing") on the Canadian Securities Exchange (the "CSE") and its common shares will commence trading today under the trading symbol "AEA".
The Company also announces that further to its news release dated May 25, 2015, the Company's common shares have now been delisted from the facilities of the NEX board of the TSX Venture Exchange.
In connection with and as a condition of the Listing, the Company wishes to further announce a new private placement of up to 6,000,000 units of the Company at a price of CDN$0.05 per unit (the "Units") for gross proceeds of up to $300,000 (the "Offering"). Each Unit will consist of one (1) common share of the Company (a "Common Share") and one (1) common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to purchase one (1) additional Common Share of the Company at a price of $0.10 per Common Share for a period of twenty-four (24) months from the closing date. The Company has completed the first tranche of the Offering for gross proceeds of $80,000 through the issuance of 1,600,000 Units, subscribed for entirely by Ms. Judy Baker, a director and President of the Company. Following completion of the Offering, The securities issued in connection with the Offering will have a four month and one day hold period pursuant to applicable securities laws. Gross proceeds raised from the Offering will be used for general operating expenses.
The current Offering is being completed in lieu of the previously announced offering detailed in the Company's news release dated February 12, 2015, which will not be completed.
The participation by Ms. Baker in the Offering constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61- 101"). The Offering is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of securities being issued to the related party nor the consideration being paid by the related party will exceed 25% of the Company's market capitalization. A material change report in respect of the related party transaction was not filed at least 21 days in advance of the closing of Offering due to the Company's immediate need to address its financial situation.
As a result of the Offering, Ms. Baker has filed an early warning report ("the Report") announcing that, after completion of the first tranche of the Offering, she now holds 2,843,500 Common Shares and 1,600,000 Warrants of the Company, representing approximately 22.3% of the Common Shares issued and outstanding on a non-diluted basis and 31.0% on a partially diluted basis. Ms. Baker acquired the Units for investment purposes and may, depending on market and other conditions, increase her beneficial ownership, control or direction over the Common Shares or other securities of the Company, through market transactions, private agreements, treasury issuances, exercise of convertible securities or otherwise. For further details, please see a copy of the Report available on SEDAR.
NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS REGULATIONS SERVICES PROVIDER HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
Forward-looking Information Cautionary Statement
Except for statements of historic fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are based on the opinions and estimates at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements including, but not limited to delays or uncertainties with regulatory approvals, including that of the CSE. There are uncertainties inherent in forward-looking information, including factors beyond the Company's control. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements. Additional information identifying risks and uncertainties that could affect financial results is contained in the Company's filings with Canadian securities regulators, which filings are available at www.sedar.com
Contact Information:
Judy Baker
President
(416) 786-7860