eShippers Management Ltd.
TSX VENTURE : EPX.H
NEX BOARD : EPX.H

February 01, 2017 11:38 ET

eShippers Announces Details of Share Consolidation, Debt Settlement and Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Feb. 1, 2017) - eShippers Management Ltd. ("eShippers" or the "Company") (NEX:EPX.H) today announces further details of its proposed consolidation of its common shares. As previously disclosed in the the Company's press releases dated October 11, 2016 and November 8, 2016, at the annual and special meeting of the shareholders of the Company held on November 3, 2016, the shareholders passed a special resolution authorizing the consolidation of the issued and outstanding common shares of the Company on a 10:1 ratio (the "Consolidation"). The Company has made application to the NEX for acceptance of the Consolidation.

The Company currently has 51,538,060 common shares issued and outstanding. Following the completion of the Consolidation and not taking into account any adjustments for rounding, the Company anticipates there will be approximately 5,153,806 common shares outstanding. The exercise price and number of common shares of the Company issuable upon the exercise of outstanding stock options, warrants or other convertible securities will be proportionately adjusted to reflect the Consolidation. The Company does not intend to change its name or seek a new stock trading symbol from the NEX in connection with the Consolidation.

Following receipt of acceptance by the NEX, the Company will complete the necessary filings in order to give effect to the Consolidation. Once completed, a letter of transmittal will be sent by mail to shareholders advising them that the Consolidation has taken effect and instructing them to surrender the certificates evidencing their common shares for replacement certificates representing the number of common shares to which they are entitled as a result of the Consolidation. Until surrendered, each certificate formerly representing common shares will be deemed for all purposes to represent the number of common shares to which the holder thereof is entitled as a result of the Consolidation.

Immediately after giving effect to the Consolidation, the Company plans to complete a debt settlement with three creditors (the "Debt Settlement"). The Debt Settlement will result in an aggregate of $184,342.28 of indebtedness being retired in consideration for the issuance of a maximum of 1,536,185 common shares at a post-Consolidation price of $0.12 per share. The indebtedness is held by three arm's length parties and will not result in the creation of new insiders or a new control person. The Debt Settlement remains subject to NEX approval.

The Company also announces that, after completion of the Consolidation and subject to the approval of the NEX, the Company proposes to complete a non-brokered private placement of common shares at a post-Consolidation price of $0.12 per share for gross proceeds of up to $1,000,000 (the "Offering"). There will be no warrants issued and no finder's fee payable in connection with the Offering. The net proceeds of the Offering will be used to reduce corporate debt and to finance the Company's ongoing review of prospective projects in the resource sector.

All of the securities to be issued under the Debt Settlement and the Offering will be subject to a four month resale restriction.

Reader Advisory

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. In particular, forward-looking information in this press release includes, but is not limited to, statements with respect to the proposed timing and completion of the Consolidation, the Debt Settlement and the Offering and the proposed use of proceeds from the Offering. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.

Forward-looking information is based on the opinions and estimates of management 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 information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include, but are not limited to: general economic conditions in Canada and globally; industry conditions, including governmental regulation and environmental regulation; failure to obtain third party consents and approvals, if and when required; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; stock market volatility; competition for, among other things, skilled personnel and supplies; incorrect assessments of the value of acquisitions; geological, technical, processing and transportation problems; changes in tax laws and incentive programs; and the other factors. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

The forward-looking information contained in this news release is expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

Neither the NEX nor the 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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