Eurocontrol Technics Group Inc. (TSXV:EUO) entered into an asset purchase agreement to acquire mineral resource properties in British Columbia and certain related assets from Sable Resources Ltd. (TSXV:SAE) for CAD 1.4 million on January 24, 2019. Pursuant to the agreement, Eurocontrol will acquire the properties in British Columbia by paying to Sable the sum of CAD 0.5 million at the time of closing and issuing to Sable 30 million Eurocontrol shares, issued on a post-consolidation basis at the time of closing; and granting to Sable, on the closing date, a 1% net smelter return royalty on each of the properties and assuming certain liabilities relating to properties. Purchase price is subject to adjustments. Prior to the closing of the transaction, Eurocontrol expects to consolidate its outstanding shares on the basis of one post-consolidation Eurocontrol share for each four Eurocontrol shares as constituted immediately before the consolidation and change its name to "Talisker Resources Ltd." In connection with the transaction, Eurocontrol expects to complete a private placement financing on a non-brokered private placement basis, of a minimum of 7.5 million units of Eurocontrol and a maximum 10 million units, at an issue price of CAD 0.2 per unit, for gross proceeds of not less than CAD 1.5 million and not more than CAD 2 million. Following the completion of the transaction and subject to receiving shareholder approval, Sable intends to distribute up to 80% of the Eurocontrol shares that it receives in connection with the transaction to its shareholders. Trading in the Eurocontrol shares has been halted effective January 25, 2019 and will remain halted until the delisting of the Eurocontrol shares from the TSXV. Eurocontrol plans to apply to the Canadian Securities Exchange (CSE) to have the Eurocontrol shares listed and posted for trading on the CSE and apply to the TSX Venture Exchange to have the Eurocontrol shares delisted from the TSXV upon completion of the transaction.
 
Upon completion of the transaction, the proposed Board of Directors and management of Eurocontrol will include, Thomas Obradovich as Director; Terence Harbort as Director, President and Chief Executive Officer; Andres Tinajero as Director, Chief Financial Officer while Brent Gilchrist, Paul Wood, and Blair Zaritsky as Directors and Charlotte May as Corporate Secretary. The completion of the transaction is subject to regulatory approval and the approval of shareholders of Eurocontrol, the delisting of Eurocontrol shares from the TSXV and the approval of the CSE for the listing of Eurocontrol shares on the CSE, the completion of the private placement, the reconstitution of Eurocontrol's Board of Directors and management, Eurocontrol having completed the equity financing and Sable Resources Ltd. having completed the reorganization and Eurocontrol having received copies of all instruments, registrations, and other evidences as it may reasonably request in order to establish the consummation of reorganization. Also, Eurocontrol shall have available current assets on hand of not less than CAD 4 million, after deducting there from all outstanding liabilities of Eurocontrol, other than any fees and costs incurred by Eurocontrol in furtherance of the transactions contemplated by the agreement and in the event of a shortfall Sable Resources shall have option to require Eurocontrol to increase the number of consideration shares issuable to Sable resources by an amount determined by dividing the amount of shortfall by CAD 0.20. Additionally, Eurocontrol has received voting agreements from the holders of 15.9 million Eurocontrol shares (or 17.3% of the current number of issued and outstanding Eurocontrol Shares) to vote in favor of all matters to be considered by Eurocontrol shareholders at the shareholders meeting. The special meeting of Eurocontrol shareholders expected to be held on March 29, 2019. The Board of Directors of Eurocontrol recommends the shareholders to vote in favor of the transaction. On March 29, 2019, Eurocontrol Technics Group's shareholders approved the transaction at the special meeting. Also at the meeting, and in connection with the transaction, shareholders approved the resolutions electing the resulting issuer directors, the voluntary de-listing from the TSX Venture Exchange and the listing on the Canadian Securities Exchange and the new stock option and restricted share unit plans. As of April 17, 2019, Eurocontrol has completed the private placement of 11.73 million of subscription receipts at an issue price of CAD 0.20 per subscription receipt, for gross proceeds of CAD 2.35 million and each subscription receipt is automatically exchanged one common share, issued on a post-consolidation basis, and one common share purchase warrant. The transaction is expected to close no later than April 30, 2019. Jay Goldman of Cassels Brock & Blackwell LLP acted as legal advisor to Sable Resources. Eric Lowy of Irwin Lowy LLP acted as legal advisor to Eurocontrol.