Blackhawk Resources to Issue Return of Capital in the Form of Shares of Gegs Capital to Shareholders in Connection with the Gegs Capital acquisition of UMG Media Corp.
Calgary, April 8, 2019 - Blackhawk Resource Corp. (CSE: BLR) ("Blackhawk" or the "Corporation") previously announced that UMG Media Corp. ("UMG") has recently announced a binding transaction ("UMG/Gegs Transaction") with Gegs Capital Corp. (Gegs") whereby UMG will complete a reverse takeover transaction with the resulting issuer being renamed UMG Media Ltd. Blackhawk holds 3,197,000 Common Shares of UMG which are expected to be exchanged for 29,031,957 Common Shares of Gegs (each, a "Resulting Issuer Share") upon closing of the UMG/Gegs Transaction, it is expected that there will be a consolidation of the shares issued and outstanding as part of the UMG/Gegs Transaction and that Blackhawk will hold 11,612,783 common shares upon completion of the consolidation. Blackhawk is pleased to announce a record date for the distribution of the shares received on the UMG/Gegs Transaction to its shareholders of record on April 15, 2019. The Board of Directors has approved the distribution to shareholders of the Corporation ("Shareholders") of a return of capital (the "Return of Capital") consisting of a total of 11,612,783 Resulting Issuer Shares.
Through the Return of Capital, Shareholders will receive approximately 0.28 Resulting Issuer Shares for each share of the Corporation. No fractional shares will be distributed. The Return of Capital will be paid to all registered shareholders of record as at the close of business on April 15, 2019. The distribution date of the Return of Capital is May 31, 2019.
Shareholders are not required to pay for the Resulting Issuer Shares they receive by way of the Return of Capital, to tender or surrender their Blackhawk shares, or to take any other action in connection with the Return of Capital.
Blackhawk will seek shareholder approval for the return of capital [and related matters] at a special meeting of shareholders to be held on May 15, 2019.
Additional information regarding the UMG/Gegs Transaction, can be found in the Gegs press release dated March 13, 2019 on SEDAR at www.sedar.com. In addition, a filing statement will be posted on SEDAR in advance of the payment date.
Additional information is available on our website at www.blackhawkcorp.ca.
For further information please contact:
Blackhawk Resource Corp.
Dave Antony, CEO
(403) 531-1710
dantony@blackhawkcorp.ca
Neither the CSE nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
This news release contains forward-looking statements as defined under applicable securities laws. Statements other than statements of historical fact contained in this news release may be forward-looking statements under applicable securities legislation, including, without limitation, management's expectations. Many of these statements can be identified by looking for words such as "believe", "expects", "will", "intends", "projects", "anticipates", "estimates", "continues" or similar words or the negative thereof In particular, forward-looking information and statements herein include, but are not limited to, the completion of the UMG/Gegs Transaction and a special distribution to shareholders. To the extent any forward-looking statements herein constitute a financial outlook, including, without limitation, the estimated effect on the Corporation's revenues, they were approved by management as of the date hereof and have been included to assist readers in understanding management's current expectations regarding the Corporation's financial performance and are subject to the same risks and assumptions disclosed herein. There can be no assurance that the plans, intentions or expectations upon which these forward-looking statements are based will occur.
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As forward-looking statements are subject to risks, uncertainties and assumptions and should not be read as guarantees or assurances of future performance. Accordingly, readers are cautioned not to place undue reliance on any forward-looking information contained in this news release as a number of factors could cause actual future results, conditions, actions or events to differ materially from the targets, expectations, estimates or intentions expressed in the forward-looking statements. Statements containing forward-looking information reflect management's current beliefs and assumptions based on information in its possession on the date of this news release. Although management believes that the assumptions reflected in the forward-looking statements contained herein are reasonable, there can be no assurance that such expectations will prove to be correct.
The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this news release are made as of the date of this news release and the Corporation does not undertake or assume any obligation to update or revise such statements to reflect new events or circumstances except as expressly required by applicable securities legislation.