Gold Strategy Inc (PK)【MHIFF】株式ニュース

MINERAL HILL ANNOUNCES SHARE ACQUISITION IN SIGNIFICANT ENERGY PROJECT AND THE ACQUISITION OF SUBSIDIARY WITH PATENTED WASTE-TO-ENERGY TECHNOLOGY

Richmond, BC, Canada – April 21, 2016

Mineral Hill Industries Ltd. (“MHI” or “Company”) wishes to announce that it has reached an agreement with certain shareholders of CPS Energy Resources Plc. (“CPS”) an energy resource company incorporated under the Laws of England and Wales and having its registered office at 106 Mount Street, London, UK, W1K 2TW to acquire their interest representing 45% of CPS (the “Acquisition”). CPS entered into an option agreement with an experienced local operator (“Operator”) to jointly develop the contract area covered by OPL 236 (the “Project”), under which CPS will acquire an 80.75% participating interest in the Production Sharing Contract for OPL 236 (“PSC”) with the Operator, subject to receipt of corporate and regulatory approvals, including Ministerial consent after which full asset transfer shall take place. An independent report (NI 51–101 compliant) completed by LR Senergy Limited, Brettenham House, Lancaster Place, London (“Senergy”) in January 2015 (“Report-1501”) indicates a potential value in the order of US$120 million to US$ 240 Million.

The Company has executed a Share Purchase Agreement (“SPA”) with twelve (12) independent shareholders (“Shareholder-SPA”) representing 45% of the outstanding shares of CPS (“Shares-CPS”), as contemplated under the terms of the “HOT” or “LOI” announced on December 10, 2015.

Upon receiving Regulatory Approval (“Approval-Date-SPA”) and the closing of a private placement (the “MHI-PP#1”), with its provisions described below, the transaction contemplated under the SPA will be as follows:

(a) upon Regulatory Approval, the Shareholders-SPA will initiate and complete MHI-PP#1 and raise between $500,000 and $2,000,000 (“PP#1 Closing”) via private placement units at an anticipated price per Unit of $0.13, each unit consists of one common share plus a three year warrant at $0.20, $0.30 and $ 0.40 respectively on an annual basis over a three year exercise period. The final share price will be determined by the closing price of the shares on the day the shares resume trading less five (5%) percent. The proceeds will be used for general operating expenses and to further the Company’s interest in the Project. None of the arms-length PP#1 participants will become a control person.

There will be a finder’s fee payable by the Company. If the Shareholders-SPA fail to complete MHI-PP#1, the transaction does not proceed and the SPA is cancelled if not mutually amended;

(b) upon Regulatory Approval of the Acquisition, MHI will issue 2.25 million convertible preferred shares (“Pref-A”) to the Shareholders-SPA, in proportion to their respective Shares-CPS, at a par value of C$1.00 per Pref-A share, based on an initial deemed value $5.0 million for the entire Project.

The Pref-A shares will have no voting rights and will be convertible into common shares of MHI on a “One-for-One” basis at any time subsequent to their issuance. The common shares resulting from the conversion of the Pref-A share may be escrowed and released from escrow pursuant to conditions of the escrow agreement requirements of the Stock Exchange.

(c) subsequent to the Approval-Date-SPA, the Company will change its name to MHI Mass-Energy Ltd., the Shareholders-SPA will nominate one sixth of MHI’s board members and will obtain a full NI 51-101 report as an update of the previous Report-1501 by Senergy, or a person or firm acceptable to the Regulatory Authorities (the “51-101upd”) and will at the same time complete an Assignment Agreement (“OAA”) with the Operator, who is well established to operate and manage the field. The Company is in discussion with the remaining shareholders of CPS to conclude a Joint Venture Agreement (“JV-CPS”) with respect to the Project (OPL 236) on a 45%/55% basis with CPS or extend an offer to acquire the balance of 55% to the remaining shareholders of CPS under conditions similar to the Shareholders-SPA agreement.

(d) the 51-101upd report will reflect current economic conditions of the Project and if it confirms the minimum value of the field of the previous Report-1501 to be $120 million, and MHI concurs with the 51-101upd report, MHI will issue a further number of non-voting, convertible preferred shares (“Pref-B”) at a par value of C$1.05 per Pref-B share to the Shareholders-SPA in proportion to their CPS shareholdings referred to in the SPA, in order to complete the Acquisition. The number of Pref-B shares to be issued will be based on a 33% discount of the C$120 million value contemplated in the previous Report-1501.

The Pref-B shares will be non-voting and will only be convertible into common shares of MHI on a “One-for-One” if the Shareholders-SPA’s collective conversion of the Pref-B shares does not trigger an RTO under the Rules of the TSXV and upon prior approval of the TSXV. Such number of MHI common shares issued to the Shareholders-SPA resulting from the conversion of the Pref-A, will be prorated to their respective holdings of Pref-B shares and those common shares may also be escrowed and released pursuant to conditions of an escrow agreement required by the Stock Exchange. After the issuance of the Pref-B shares to the Shareholders-SPA and the Joint venture with CPS is executed, the Shareholders-SPA will have the right to nominate a total of two members to MHI’s Board of Directors consisting of six; and

(e) in the event that Shareholders-SPA fail to secure the minimum funding referred to above or the OAA with the Operator is not entered into, for whatever reason, within two months of the Approval-Date-SPA, MHI will have the right to cancel all arrangements with the Shareholders-SPS and request the return of all shares and the resignation of the board members nominated by the Shareholders.

By obtaining the updated NI 51-101 report and the PSC, the Parties reflected in the SPA its increase value by issuing additional Pref-B shares to the Shareholders-SPA and, subject to Regulatory Approval, the Parties agreed to also reflect the added value as a consideration to each MHI shareholder of record on the Approval-Date-SPA (“Recorded Shareholder-MHI”), except where they were also Shareholders-SPA, by issuing Warrants to purchase Shares-MHI with a restricted holding period of two years and an exercise price equal to the exercise price of the Warrants being attached to the next private placement subsequent to Approval-Date-SPA. The number of Warrants issued to the Recorded Shareholder-MHI will be the quotient of 33% of the computed value of the recorded MHI shares at the Approval-Date-SPA.

The Company is also pleased to announce that it has acquired a subsidiary “Global Environomic Systems Corp. (“GSC”) from an affiliated company that had changed its business direction. GSC is incorporated under the laws of British Columbia, Canada and has certain rights to a patented waste-to-energy Conversion Technology. GSC will have new board members and its Enviro-X technology will facilitate the Company’s objective to emerge as an energy company for sustainable investment opportunities and demonstrate its environmental, social governance concerns with a patented technology converting bio-mass to energy via a toxic emissions free process. MHI expects the that GSC will be able to secure senior financing for it its first Enviro-X plant in September 2016 in order to start production in the first half of 2017.

The Company seeks Safe Harbor

For further information, please contact:

Dieter Peter

President & CEO Phone: (604) 278-1132

http://mhi.mineralhill.com/?p=1216

Avis Energy

Acquisition of worldwide leader of Green Energy Technologies and Brokered Private Placement
CNW Group Mineral Hill Industries Ltd.
November 17, 2014 12:44 PM

Trading Symbols:
TSX Venture Exchange: MHI
Frankfurt Stock Exchange: N8Z/WKN: AODLHP
Pink Sheets: MHIFF

The securities being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to U.S. persons without registration or applicable exemption from the registration requirement of such Act. This release does not constitute an offer for sale of such securities in the United States of America .

RICHMOND, BC , Nov. 17, 2014 /CNW/ - Mineral Hill Industries Ltd. (the "Company" or "Mineral Hill") is pleased to announce the extension of its business activities by joining a worldwide leader in the development of green energy through the acquisition of Avis Energy Global Holdings Inc. ("Avis Energy") with registered offices in 15 Lake St., Grimsby, ON , L3M 2G4, Canada and Josefgasse 1, 6805 Gisingen, Austria.

Avis Energy is an international waste management and conversion company with global strategic presence in several countries including several processing plants under negotiation and development. Since its initiation in the UK in 2007, Avis Energy has become a leader in the management and recycling of municipal waste using its proprietary Cold Catalytic Biomass Liquefaction technology ("BML") to offer sustainable management of urban waste disposal across the world. Through the use of its BML technology, Avis Energy is able to convert municipal waste into diesel fuel, electricity and water. Avis Energy is committed to confronting the challenges presented by population growth and the corresponding increased demand for energy resources by eliminating toxic landfill sites and transforming them into clean sources of energy.

On its chosen Canadian site nearby Hamilton, ON , Canada Avis Energy will erect within twelve months subsequently to the execution of this announced acquisition its first of three proposed BML plants with a 6,000 litre per hour Diesel output. The plant will be erected together with a 10ha green house which will be supplied with part of the bio-energy derived from the conversion of waste presently polluting the environment.

The plant is designed as a modular system and will be extended to a production capacity of 25,000 litres Diesel per hour, with a total target capacity of up to 75,000 litres Diesel per hour, by converting more than 300 trucks standard unsorted municipal waste into CO2 neutral high-quality green energy. This output will be achieved via three green energy facilities within the Canadian production site. By venturing into cooperation with local partners, Avis Energy's projects will not only create hundreds of jobs for the respective local communities, they also will raise the overall health standards while boosting the local economies.

Avis Energy's worldwide projects include six (6) plants in Europe under development, ten (10) plants in Africa , four (4) plants in Asiatic countries, one (1) Beta plant at the native land near by New York with a capacity to convert Municipal Waste of one (1) Million metric tons per year. The worldwide Avis Energy projects will have a potential capital contribution of four (4) Billion Euros and will be covered financially by a first class Bond portfolio. Every facility will be wrapped by Marsh McLennan in a risk insurance package, covering the capital element and including a non-performance risk.

Mineral Hill Industries will acquire Avis Energy's worldwide projects including their first class collaterals of up to three (3) billion Euros supporting the funding of the BML plants through the issuance of five hundred (500) Million newly issued treasury shares ("Acquisition"). Subsequent to regulatory approval of the Acquisition, the Company will change its name to AVIS Global Energy Ltd. The Acquisition will likely be considered as a Reverse Takeover ("RTO") whereby the shares issued for the Acquisition will be escrowed as a requirement of the applicable TSX-V Policies, and held in escrow by the Company's transfer agent, ComputerShare Trust Company of Canada .

Mineral Hill also wishes to announce that in connection with the Acquisition and in support to its mining operations the Company will use its best efforts to sell a brokered private placement (PP-1411) of up to 20,000,000 million units at $1.00 per unit ("Unit") for total proceeds of up to $20,000,000 . Each Unit consists of one fully paid and non-assessable common share (a "Share") and one transferable common share purchase warrant (a "Warrant" and together with the Shares, referred to as the "Securities") in the capital of the Company. Each Warrant shall entitle the holder thereof to purchase one additional Share (a "Warrant Share") in the capital of the Company at $3.00 per Warrant Share if exercised on or before the first anniversary date of the regulatory approval of the private placement. The PP-1411 may be executed in phases but all Securities issued pursuant to this private placement are subject to a four-month hold period following the closing date. The Company will apply some of the proceeds from the private placement towards its program for the Liberty Hill Gold Mine project and ongoing working capital including repayment of its outstanding indebtedness.

Proceeds of the offering will be used to initially reduce indebtedness, and thereafter to partially finance the company's continuing capital program and for general corporate purposes.

Certain directors and officers of the Company may acquire units under the private placement. Any such participation would be considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The PP-1411 will be exempt from a valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any units issued to or the consideration paid by such persons will exceed 25% of the Company's market capitalization. This private placement is subject to regulatory approval.

The Company will pay a Broker's fee in connection with the private placement in accordance to the TSX-V rules on the portion of the total proceeds which will be raised from non-related parties.

The Company will provide more detailed financial information for Avis Energy in an upcoming news release. The future news release will also contain information on the insiders of Avis Energy, the new insiders being created by the RTO, the recipients of the consideration shares to be issued and the identification of the Brokerage firm for the private placement.

Forward-looking information
All statements included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. These forward-looking statements involve numerous assumptions made by the Company based on its experience, perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. In addition, these statements involve substantial known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will prove inaccurate, certain of which are beyond the Company's control. Readers should not place undue reliance on forward-looking statements. Except as required by law, the Company does not intend to revise or update these forward-looking statements after the date hereof or to revise them to reflect the occurrence of future unanticipated events.

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.

SOURCE Mineral Hill Industries Ltd.

Contact:
please visit www.mineralhill.com or contact: Dieter Peter, President and CEO, Mineral Hill Industries Ltd., Telephone: (604) 278-1132, Facsimile: (604) 278-1139, Email: dpeter@3xgmm.com