BELMONT SEEKS APPROVAL FOR AN AMENDED EIGHT(8) TO ONE (1) CONSOLIDATION OF SHARE CAPITAL
Vancouver, B.C. Canada, May 27, 2019 - Belmont Resources Inc. (TSX.V: BEA; FSE: L3L1; DTC Eligible - CUSIP 080499403); ("Belmont", or the "Company").
Belmont Resources Inc. (TSX-V: BEA) (the "Company") advises that due to current market conditions and after extensive consultation, it will be immediately filing for, and seeking approval of, documents relating to an amended consolidation of the Company's issued and outstanding share capital with the TSX Venture Exchange. The intended consolidation will be on a basis of one (1) post-consolidation common share for every eight (8) pre-consolidation common shares. The Company will not be proceeding with the previously announced one (1) post-consolidated for three (3) pre-consolidated common share.
The Board of Directors believes that the proposed share consolidation is necessary to facilitate new equity investments in the Company to finance continuing business activities, an increased exploration program on the Pathfinder –Greenwood project and to investigate new opportunities that have been presented to the Company.
This consolidation will reduce the issued and outstanding shares of the Company from 92,229,906 to 11,528,738 shares, assuming no other change in the issued capital. The Company's outstanding options and warrants will also be adjusted on the same basis (1 new for 8 old) as the common shares, with proportionate adjustments being made to exercise prices. No fractional common shares will be issued, and no cash will be paid in lieu of fractional post-consolidation common shares. The number of post-consolidation common shares to be received by a shareholder will be rounded to the nearest whole common share. A letter of transmittal will be mailed to shareholders advising that: (i) the consolidation has taken effect; and (ii) shareholders should surrender their existing share certificates (representing pre-consolidation common shares) for replacement share certificates (representing post-consolidation common shares). Until surrendered, each existing share certificate 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. The Company's articles of incorporation authorize the board of directors to approve certain changes to the Company's capital structure, including the consolidation. As such, shareholder approval is not required. The consolidation is subject to approval by the TSX Venture Exchange. The Company does not intend to change its name or its current trading symbol in connection with the proposed share consolidation. The effective date of the consolidation will be disclosed in a subsequent news release. Notwithstanding the foregoing, the Board of Directors may, at its discretion, determine not to effect the consolidation.
About Belmont Resources Inc.
ON BEHALF OF THE BOARD OF DIRECTORS
“James H. Place”
This Press Release may contain forward-looking statements that may involve a number of risks and uncertainties, based on assumptions and judgments of management regarding future events or results that may prove to be inaccurate as a result of exploration and other risk factors beyond its control. Forward looking statements in this news release include statements about the possible raising of capital and exploration of our properties. Actual events or results could differ materially from the Companies forward-looking statements and expectations. These risks and uncertainties include, among other things, that we may not be able to obtain regulatory approval; that we may not be able to raise funds required, that conditions to closing may not be fulfilled and we may not be able to organize and carry out an exploration program in 2019; and other risks associated with being a mineral exploration and development company. These forward-looking statements are made as of the date of this news release and, except as required by applicable laws, the Company assumes no obligation to update these forward-looking statements, or to update the reasons why actual results differed from those projected in the forward-looking statements.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as the term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.