May 4, 2018
EUREKA ANNOUNCES COMPLETION OF DEBT SETTLEMENT
EUREKA ANNOUNCES COMPLETION OF DEBT SETTLEMENT
Not for Dissemination in the United States or to United States Newswire Services
For Release May 4, 2018
Vancouver, British Columbia – Eureka Resources, Inc. (“Eureka” or the “Company”) is pleased to announce that it has completed the shares for debt transaction (the “Debt Settlement”) announced on April 6, 2018, after receiving approval of the TSX Venture Exchange (the “TSXV”).
Pursuant to the Debt Settlement, the Company issued 2,548,000 common shares (each, a “Share”) to one arm’s length and seven related party creditors, at a deemed price of $0.05 per Share, to settle total indebtedness of $127,400. In accordance with applicable securities law, the Shares issued in connection with the Debt Settlement are subject to a four month hold period expiring on August 31, 2018.
As noted above, seven of the creditors, being MDS Management Ltd. (a company controlled by Michael Sweatman), MBP Management Ltd. (a company controlled by Brent Petterson), Rhodanthe Corporate Services (a Company controlled by Christina Boddy), Warren Stanyer, John Kerr, Kristian Whitehead and Gary Vivian, are each considered to be a “related party” of Eureka within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and the issuance of Shares to them in connection with the Debt Settlement is a “related party transaction” within the meaning of MI 61-101. However, the Debt Settlement is exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in Section 5.5(b) of MI 61-101 as the Shares are listed on the TSXV, and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in Section 5.7(a) of MI 61-101 in that the fair market value of the Shares issued to each related party does not exceed 25% of Eureka’s market capitalization.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the Shares in the United States. The Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Eureka is a mineral exploration company based in Vancouver, British Columbia.
British Columbia, Canada
Eureka’s 100% owned FG Gold property is an advanced-stage gold project located in the Cariboo Mining Division. Historical exploration has established a Measured and Indicated (376,000 ounces) gold resource at an average grade of 0.776 g/t gold, using a cut-off grade of 0.5 g/t, and an Inferred gold resource (634,900 ounces) at an average grade of 0.718 g/t gold, using a cut-off grade of 0.5 g/t. Details of the gold resource can be found in “NI 43-101 Technical Report, Frasergold Exploration Project, Cariboo Mining Division, dated July 27, 2015” available under Eureka’s profile on SEDAR or on Eureka’s website.
Eureka has a 100% interest in the Gold Creek property located in the Cariboo Mining Division.Gold Creek is a grassroots gold project neighbouring, and with similar geology to the Spanish Mountain deposit owned by Spanish Mountain Gold Ltd.
Yukon Territory, Canada
Eureka’s 100% owned Luxor property consists of three non-contiguous claim blocks totalling 360 mining claims. Luxor is located in the Dawson Range Gold Belt, a district of major porphyry, breccia and vein occurrences. Eureka’s 100% owned TAK property is also located in the Dawson Range Gold Belt and consists of 82 mining claims. Neighbouring projects include Goldcorp’s Coffee project and White Gold’s White Gold project.
Eureka owns a 50% interest in the Gemini lithium brine project located approximately 40 kilometres (26 miles) south of North America’s only producing lithium mine at Silver Peak, Nevada.
Further information on Eureka can be found on the Company’s website at www.eurekaresourcesinc.com and at www.sedar.com, or by contacting Michael Sweatman, President and CEO, by email at email@example.com or by telephone at (604) 449-2273.
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 news release.
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