This news release is not for distribution or dissemination in the Unites States of America
Toronto, Ontario, October 10th, 2018 – Ubique Minerals Limited (CSE:UBQ) (“Ubique” or “the Company”) is pleased to announce that 97% of the “A” Warrants issued to investors as part of the Private Placement that closed on June 6, 2018 have been exercised at $0.10 per warrant for proceeds of $100,475. These funds will be added to the working capital of the Company. The “A” warrants were exercisable for a period of ten business days after the Company’s shares were listed for trading on September 13th, 2018.
The Company has been advised by GreenBank Capital Inc. (CSE: GBC and OTCMKTS: GRNBF and FRA; 2TL) (“GreenBank”) that Greenbank has agreed to acquire an investment portfolio, comprising 3,958,424 common shares of Ubique at $0.0720572 per share for $285,233 with the issuance of 235,714 GreenBank common shares at $1.40 per share. Upon closing of the transaction, GreenBank will own approximately 24.07% of Ubique. The Ubique shares to be acquired are escrowed pursuant to an escrow agreement entered into in relation to the listing of Ubique on the CSE and will continue to be held pursuant to the terms of that escrow agreement. The GreenBank shares to be issued will be the subject of an escrow agreement whereby 10% of the shares will be released upon closing and the balance released over 36 months in 6 monthly intervals.
The seller of the investment portfolio is Larry Quinlan, a director of Ubique, Buchans Wileys and Gander, and the participation by Larry Quinlan in the transaction with Greenbank is considered to be a related party transaction as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). A special committee established by the board of directors of Greenbank and consisting of an independent director determined that the related party transaction is fair and reasonable in the circumstances to Greenbank. Neither Greenbank nor the related party has knowledge of any material information concerning Greenbank or its securities that has not been generally disclosed. The transaction will not have an effect on the direct or indirect voting interests of the related party, with the exception of the additional shares issued and acquired in this transaction. The process of approving the transaction by Greenbank involved the appointment of a special committee, the approval of the transaction by the special committee, the consideration of the transaction by the directors, and the unanimous approval of the transaction by the directors. The special committee was comprised of one Greenbank director who is independent within the meaning of MI 61-101.There are four directors who are independent within the meaning of MI 61-101. Greenbank has relied on sections 5.5(b) of MI 61-101 for an exemption from the formal valuation requirement, and section 5.7(b) of MI 61-101 for an exemption from the minority shareholder approval requirements. Greenbank will file a material change report in respect of the related party transaction at least 21 days in advance of the closing of the transaction.
About Ubique Minerals Limited.
Ubique Minerals Limited (CSE:UBQ) is a zinc exploration company listed on the CSE (CSE:UBQ). It has focused on exploration of its 100% owned Daniel’s Harbour zinc property in Newfoundland, and was initially funded for two years by private equity including that from Greenbank Capital Inc (CSE:GBC and OTCMKTS:GRNBF and FRA:2TL). Ubique became a publicly listed company in September 2018. Ubique has undertaken one drilling program on its Daniel’s Harbour zinc project in 2017 and two more drilling campaigns in 2018, all of which were successful in delineating zinc mineralization extending from the vicinity of former mine workings. Ubique has an experienced management group with a record of multiple discoveries of deposits worldwide, and owns an extensive and exclusive database of historic exploration results from the Daniel’s Harbour area. For more information on Ubique please contact Gerald Harper, CEO, at (416) 232-9114 or by email email@example.com or see www.ubiqueminerals.com
Forward-Looking Information: This press release may include forward-looking information within the meaning of Canadian securities legislation, concerning the business and trading in the common stock of Ubique Minerals Limited., the raising of additional capital and the future development of the business. The forward-looking information is based on certain key expectations and assumptions made by the company’s management. Although the company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because Ubique can give no assurance that they will prove to be correct. These forward-looking statements are made as of the date of this press release and Ubique disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.
Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.