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CALGARY,
March 20, 2014 /CNW/ - Boxxer Gold
Corp. (BXX-TSXV/OTC-BXXRF) (the "Company", or
"Boxxer"): Further to a news release issued on January 30, 2014, Boxxer is pleased to announce
that it has entered into a subscription agreement (the
"Subscription Agreement") with Key Venture Capital Inc.
("Key"), a capital pool company, in relation to the
participation by Key in a maximum $130,000 financing of Boxxer (the "Private
Placement"). Pursuant to the terms of the Subscription
Agreement, Key will purchase a minimum of 2,400,000 units
($120,000) and a maximum of 2,600,000
units ($130,000) of Boxxer (the
"Boxxer Units") at a price of $0.05 per Boxxer Unit. Key intends that the
Private Placement and subsequent Distribution and Dissolution (as
described January 30, 2014 news
release) will constitute Key's "Qualifying Transaction" pursuant to
Policy 2.4 of the TSX Venture Exchange (the "TSXV").
Pursuant to the Private Placement, each Boxxer Unit shall consist
of one common share and one transferable share purchase warrant (a
"Warrant"). Each Warrant shall be exercisable for five
years at $0.05 per share and is
subject to accelerated expiry provisions such that if at any time
after the completion of the Private Placement the closing price of
the common shares of Boxxer on the TSXV is at least $0.10 per share for 15 consecutive days, Boxxer
may give notice that each Warrant will expire 15 business days from
the date of providing such notice.
Boxxer also announces that Key has filed on
SEDAR its information circular dated March
10, 2014 (the "Circular") in relation to the proposed
Qualifying Transaction of Key and the proposed Private
Placement. For further information on the proposed Qualifying
Transaction of Key and the proposed Private Placement, please see
Boxxer's news release dated January 30,
2014 and the Circular.
Boxxer is also pleased to announce that it has
conditionally appointed Sophia
Leung, the Chief Executive Officer and a director of Key, to
the Board of Directors of Boxxer with such appointment to be
conditional upon, and only effective upon, the closing of the
Private Placement and the subsequent Distribution and
Dissolution. Ms. Leung will only be appointed to the Board of
Directors of Boxxer if the Private Placement closes and the
Distribution and the Dissolution occur.
Sophia Leung is a
Member of the Order of Canada, and
the Chief Executive Officer and a director of Key. Ms. Leung
obtained a Bachelor of Science at the University of Pittsburgh, U.S.A. in 1957 and a Masters Degree from the
University of British Columbia in
1966. She has focused her career in community development and
public services as a member of Parliament in the House of Commons
from 1997 to 2004. Ms. Leung serves as a director of GLG Life
Tech Corp. (since 2007), a public company which supplies high grade
stevia extracts, a natural, zero-calorie sweetener used in food and
beverages.
The closing of the proposed Qualifying
Transaction of Key, and as a result, the Private Placement,
Distribution, Dissolution and the appointment of Ms. Leung to the
Board of Directors of Boxxer, are subject to a number of
conditions, including but not limited to, the receipt of all
requisite regulatory approvals, including final TSXV acceptance of
the Key Qualifying Transaction, and the approval of Key's
shareholders. The TSXV's final acceptance of the Qualifying
Transaction will be conditional upon, among other things, the
receipt of majority of minority Key shareholder approval of the
Qualifying Transaction, Key shareholder approval of the
Distribution and Key shareholder approval of the Dissolution.
The proposed Qualified Transaction cannot close until the required
Key shareholder approvals are obtained. There can be no
assurance that the Key Qualifying Transaction, and as a result, the
Private Placement, Distribution, Dissolution and the appointment of
Ms. Leung to the Board of Directors of Boxxer, will be completed as
proposed or at all.
About Boxxer Gold Corp.
Boxxer is a Canadian junior resource company
involved in the exploration for large polymetallic copper deposits
in North America. Boxxer's
active projects include the Boss and Buena Vista copper projects in
the state of Nevada, the Empire
copper-gold-silver property in Idaho, the DOK copper-gold porphyry property
in Northwest B.C., and the East Breccia copper-silver-molybdenum
property in Ontario. Boxxer
also has the Gordon Lake gold project located 110 kilometres north
of Yellowknife NWT, Canada.
For more information on Boxxer please visit our
website at www.boxxergold.com or contact Boxxer Gold Corp.
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.
Forward-Looking Information: This
news release may contain certain forward-looking information.
All statements included herein, other than statements of historical
fact, are forward-looking information and such information involves
various risks and uncertainties. In particular, this news
release contains forward-looking information regarding: the Private
Placement, the Qualifying Transaction, the Distribution , the
Dissolution and the appointment of Sophia
Leung to the Board of Directors of Boxxer. There can
be no assurance that such forward-looking information will prove to
be accurate, and actual results and future events could differ
materially from those anticipated in such forward-looking
information. This forward-looking information reflects
Boxxer's current beliefs and is based on information currently
available to Boxxer and on assumptions Boxxer believes are
reasonable. These assumptions include, but are not limited to: the
approval of the Private Placement and the Qualifying Transaction by
the board of directors of Boxxer and Key, the shareholders of Key
and the TSXV; market conditions and the market price of Boxxer's
common shares at the time of the Private Placement; the ability of
Key to complete the Qualifying Transaction, the Distribution and
the Dissolution efficiently such that a minimum of $120,000 will be available for the Private
Placement; the debt obligations, costs and cash resources of Key
being such that a minimum of $120,000
will be available for the Private Placement; and the acceptance by
the TSXV of Ms. Leung as a director of Boxxer.
Forward-looking information is subject to known and unknown risks,
uncertainties and other factors that may cause the actual results,
levels of activity, performance or achievements of Boxxer to be
materially different from those expressed or implied by such
forward-looking information. Such risks and other factors may
include, but are not limited to: general business, economic,
competitive, political and social uncertainties; capital market
conditions and market prices for securities and junior market
securities; the actual results of Boxxer's business operations
including its exploration operations; natural resource company
market conditions and the market conditions of the natural resource
industry in general; competition; changes in legislation, including
environmental legislation, affecting the Boxxer; timing and
availability of external financing on acceptable terms; and lack of
qualified, skilled labour or loss of key individuals. A description
of additional assumptions used to develop such forward-looking
information and a description of additional risk factors that may
cause actual results to differ materially from forward-looking
information can be found in Boxxer's disclosure documents on the
SEDAR website at www.sedar.com. Although Boxxer has attempted
to identify important factors that could cause actual results to
differ materially from those contained in forward-looking
information, there may be other factors that cause results not to
be as anticipated, estimated or intended. Accordingly,
readers should not place undue reliance on forward-looking
information. Boxxer does not undertake to update any
forward-looking information except in accordance with applicable
securities laws.
SOURCE Boxxer Gold Corp.