Viscount Mining Corp. Announces Completion of Qualifying Transaction
Vancouver, British Columbia--(Newsfile Corp. - July 23, 2013) - Viscount Mining Corp. (TSXV: VML) (the "Company"), formerly Faith Spring Venture Inc., is pleased to announce that it has completed its previously announced share exchange (the "Transaction") with Viscount Mining Resources Ltd. ("Viscount") and all of the shareholders of Viscount. The Transaction was approved by shareholders at the Company's Annual and Special Meeting held on June 28, 2013.
The Company's common shares (the "Common Shares") will resume trading on the TSX Venture Exchange under the ticker symbol "VML" after the Exchange issues its final exchange bulletin confirming the completion of the Transaction. Currently, trading is expected to resume at the opening of market on July 25, 2013.
Prior to the completion of the Transaction, the Company changed its name to "Viscount Mining Corp." and carried out a consolidation of its Common Shares on the basis of one post-consolidation Common Share for every two pre-consolidation Common Shares.
Pursuant to the Transaction, the Company acquired all of the issued and outstanding shares of Viscount and issued to the shareholders of Viscount an aggregate of 17,150,000 Common Shares, all in accordance with a Share Exchange Agreement dated February 13, 2013.
Since announcement of the Transaction in January, the Company and Viscount have completed financings for total gross proceeds of $765,000. The last portion of such financings, being the private placement closed concurrently with the Transaction (the "Concurrent Private Placement"), comprised the sale of a total of 225,000 Common Shares at a price of $0.20 per Common Share. All Common Shares issued pursuant to the Concurrent Private Placement are subject to a four month hold period which expires on November 24, 2013.
For further details on the Transaction, please refer to the CPC Information Circular (the "Circular") available on SEDAR at www.sedar.com.
With the completion of the Transaction, the Company has 19,525,000 Common Shares issued and outstanding. The principals of the Company collectively hold 2,932,000 Common Shares, which are subject to either a Tier 2 Value Security Escrow Agreement entered into in connection with the Transaction (the "Value Escrow Agreement"), or the CPC Escrow Agreement completed at the time of the Company's initial public offering. In addition, 1,567,000 Common Shares held by non-principals of the Company are also subject to the Value Escrow Agreement. All other Common Shares issued pursuant to the Transaction are subject to a four month hold period which expires on November 24, 2013.
In connection with the completion of the Transaction, the Company is pleased to announce its board of directors as follows: Kaare Foy, James MacKenzie, Andrew Gertler, William Macdonald and Jeremy Caddy. In addition, the Company is pleased to announce its executive management as follows:
Kaare Foy - Chairman
James MacKenzie - President & Chief Executive Officer
Derick Sinclair - Chief Financial Officer & Secretary
Summaries of the biographies for all of the directors and executive management of the Company are set out in the Circular and available on SEDAR at www.sedar.com.
For further information, please contact James MacKenzie, President and Chief Executive Officer at:
Suite 400, 570 Granville Street
Vancouver, BC V6C 3P1
This news release contains statements about the Company's expectations regarding the completion of the Transaction that are forward-looking in nature and, as a result, are subject to certain risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them as actual results may differ materially from the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include failure to obtain the final acceptance of the TSX Venture Exchange. The forward-looking statements contained in this news release are made as of the date hereof, and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, except as required by law.
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 accuracy or adequacy of this release.
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