AsiaBaseMetals Inc.

AsiaBaseMetals Inc.

November 22, 2016 14:10 ET

AsiaBaseMetals Inc. Announces Closing of Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Nov. 22, 2016) -


AsiaBaseMetals Inc. (the "Company") (TSX VENTURE:ABZ) is pleased to announce that it has completed its previously announced non-brokered private placement for aggregate proceeds of $249,750. The Company issued 1,850,000 units at a price of $0.135 per unit. Each unit is comprised of one common share and one share purchase warrant (a "Warrant"), with each warrant exercisable for five years to purchase one additional common share at a price of $0.175.

The proceeds from the private placement will be used for general working capital.

All securities issued in connection with the private placement are subject to a four month hold period that will expire on March 19, 2017.

Raj Chowdhry, a director and officer of the Company, purchased 985,000 units, Terrylene Penstock, a director of the Company, purchased 400,000 units and Bryce Clark, a director of the Company, purchased 20,000 units under the private placement. Their participation is considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the securities to be distributed in the Private Placement nor the consideration to be received for those securities, in so far as the Private Placement involves the insiders, exceeds $2,500,000. The Company did not file a material change report more than 21 days before the expected closing of the private placement as the details of the private placement and the participation therein by related parties of the Company were not settled until shortly prior to closing and the Company wished to close on an expedited basis for sound business reasons.

Early Warning Disclosure

Mr. Chowdhry acquired ownership of 985,000 units in the private placement. Prior to the private placement, Mr. Chowdhry held 5,225,705 common shares, which represented approximately 34.21% of the issued and outstanding shares of the Company, 4,500,000 share purchase warrants and 200,000 incentive stock options. After giving effect to the private placement, Mr. Chowdhry beneficially owns and controls a total of 6,210,705 common shares, 5,485,000 share purchase warrants and 200,000 incentive stock options. These securities represent 36.27% of the Company's issued and outstanding shares on a non-diluted basis or 52.15% of the Company's issued and outstanding shares on a partially-diluted basis assuming exercise of Mr. Chowdhry's warrants and incentive stock options only. Mr. Chowdhry acquired the units for investment purposes. Mr. Chowdhry intends to evaluate his investment in the Company and to increase or decrease his shareholdings from time to time as he may determine appropriate. A copy of the early warning report being filed by Mr. Chowdhry may be obtained by contacting Mr. Chowdhry at (604) 765 - 2030.

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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.

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