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ECC Ethos Gold Corp

0.185
0.00 (0.00%)
28 Nov 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Ethos Gold Corp TSXV:ECC TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.185 0.18 0.195 0 00:00:00

EastCoal Inc. Announces Disposal of Assets

16/01/2014 12:00pm

Marketwired Canada


EastCoal Inc. (TSX VENTURE:ECX)(AIM:ECX) ("the Company" or "EastCoal") announces
that on January 10, 2014 the Company and its wholly-owned, Cyprus incorporated
subsidiary, Gramsico Holdings Ltd. ("Gramsico") entered into share purchase
agreements with an Austrian based company, EFI Holding GmbH ("EFI"), pursuant to
which EFI will acquire all of the Company's 0.1% shareholding and all of
Gramsico's 99.9% shareholding in East Coal Company LLC ("ECC") for an aggregate
cash consideration of US$499,000. 


On January 10, 2014, the Company and Gramsico also entered into share purchase
agreements with EFI pursuant to which EFI will acquire all of the Company's 0.1%
shareholding and all of Gramsico's 99.9% shareholding in Ukraine Energy LLC
("UE") for an aggregate cash consideration of US$1,000. 


ECC and UE are Ukranian incorporated companies that are indirectly wholly-owned
by the Company through Gramsico. ECC holds the assets relating to the Company's
material project, the Verticalnaya mine. UE is an inactive shell company. 


The share purchase agreements with EFI also provide for a royalty interest to be
earned by the Company equal to US$1.00 per tonne of coal produced at the
Verticalnaya mine, and provide for the assignment to EFI of the Company's rights
pursuant to a loan agreement dated June 25, 2009 between the Company (as lender)
and ECC as (borrower).


On January 10, 2014, the Company and Gramsico also entered into share purchase
agreements with Cyprus based company, Strong Group Corporation Limited ("Strong
Group"), pursuant to which Strong Group will acquire all of the Company's 0.1%
shareholding and all of Gramisco's 99.9% shareholding in Inter-Invest Coal LLC
("IIC") for an aggregate cash consideration of US$15,020. 


IIC is a Ukrainian incorporated company that is indirectly wholly-owned by the
Company through Gramsico. IIC holds the assets relating to the Company's
Menzhinsky mine, and, as previously announced, IIC is currently in a liquidation
process in the Ukraine. 


The share purchase agreements also provide for the assignment to Strong Group of
the Issuer's rights pursuant to various loan agreements between the Company (as
lender) and IIC as (borrower).


The acquisition of ECC and UE by EFI and the acquisition of IIC by Strong Group
(together, the "Disposals") will be conditional on the receipt of a court order
under the Bankruptcy and Insolvency Act (Canada) ("BIA") which application is
currently scheduled for January 16, 2014. The Company has applied for the
conditional approval of the TSX Venture Exchange for the Disposals. On January
14, 2013, the Company also received notification from EFI's lawyers that they
received a payment into escrow of the US$100,000 as a deposit for the proposed
acquisitions by EFI payable to the Company subject to the court approval
referred to above.


If the Disposals are approved by the court and are completed, the cash proceeds
payable to Gramsico will be distributed directly to the Company for use in
funding any further proposal to creditors under the BIA and negotiating any
further transactions that may present themselves to the Company in order to
potentially generate some additional value for creditors and shareholders. The
Company is currently exploring various funding options and potential
transactions with a view to maintaining its public company status and utilizing
its accumulated tax losses. If the Company is able to secure further funding or
complete a transaction in the future it may be able to improve its proposal to
creditors.


The Company has filed an application for an extension of the order for the stay
of proceedings pending the filing by the Company of a proposal to its creditors
pursuant to the provisions of Part III of the BIA. Such an extension, if
granted, would run until March 3, 2014. The extension application will be
applied for simultaneously with the application for the approval of the
Disposals, which court hearing is currently scheduled for January 16, 2014.


In the event that the Disposals are completed, the Company will (for the
purposes of the AIM Rules) be classified as an investing company. The Company's
listing on TSX Venture Exchange will be moved to the NEX exchange as
administered by the TSX Venture Exchange as the Company will no longer meet the
continued listing requirements of a Tier 2 issuer on the TSX Venture Exchange.


Under the AIM Rules, the Disposals would result in a fundamental change of
business and would ordinarily be conditional on the consent of the Company's
shareholders being given in a general meeting. As the Disposals are a result of
the Company's ongoing insolvency proceedings it has sought and been granted a
derogation by AIM from the requirement to seek shareholder consent for the
Disposals under the AIM Rules. Upon completion of the Disposals, as an investing
company under the AIM Rules, the Company will be required to seek approval from
its shareholders for its proposed investing policy.


The Disposals represent the highest consideration the Company was able to
negotiate for its assets after an extensive marketing process. However, the
Company is still actively seeking further sources of funding although there can
be no guarantee that the Company will be successful in securing further
financing or achieving its restructuring objectives. If the Company fails to
achieve its financing and restructuring goals it will likely result in the
Company becoming bankrupt. 


The Company further announces the departure of Mr. JR King, Chief Operating
Officer, with immediate effect. Under Mr. King's guidance the Verticalnaya mine
was brought into production and the Company thanks him for his support.


Forward-Looking Statements: This news release contains discussion of items that
may constitute forward-looking statements within the meaning of securities laws
that involve risks and uncertainties. Although the company believes the
expectations reflected in such forward-looking statements are based on
reasonable assumptions, it can give no assurances that its expectations will be
achieved. In particular, statements regarding the potential, following the
completion of the Disposals, for the Company to generate any additional value
for creditors and shareholders, the ability of the Company to maintain its
public company status and preserving for use its accumulated tax losses, the
ability of the Company to complete any transactions following the Disposals, the
ability of the Company to offer improved proposals to its creditors and the
likelihood of the Company becoming bankrupt if it fails to achieve its financing
and restructuring goals are or involve forward-looking statements. These
statements reflect management's expectations as of the date of this press
release regarding the Company's future financial performance and should not be
read as guarantees of future performance or results.


Factors that could cause actual results to differ materially from expectations
include the effects of general economic conditions, actions by government
authorities and courts, uncertainties associated with contract negotiations and
additional financing requirements. These factors and others are more fully
discussed in Company filings with Canadian securities regulatory authorities.


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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
EastCoal Inc.
Abraham Jonker
President and Acting CFO
+1 (604) 973 0079 or +1 (604) 992 5600 (Cell)
www.eastcoal.ca


Cenkos Securities plc
Alan Stewart
+44 (0) 131 220 6939


Cenkos Securities plc
Derrick Lee
+44 (0) 131 220 6939

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