Avalon Announces Public Offering of Up to $5 Million
April 29 2015 - 8:10AM
Avalon Rare Metals Inc. (TSX:AVL)
and (NYSE MKT:AVL) ("
Avalon" or the
"
Company") is pleased to announce that it has
entered into an agency agreement with Secutor Capital Management
Corp. ("
Secutor"), pursuant to which Secutor will
act as agent on a best efforts basis in an offering of units of the
Company (the "
Units") and flow-through shares of
the Company (the "
Flow-Through Shares") for up to
$5 million in gross proceeds (the "
Offering").
The Offering is comprised of up to 7,352,941 Units at a price of
$0.34 per Unit, and up to 6,410,256 Flow-Through Shares at a price
of $0.39 per Flow-Through Share. Each Unit consists of one common
share (a "Unit Share") and one-half of one
non-transferrable common share purchase warrant (each whole
warrant, a "Warrant"). Each Warrant entitles the
holder to purchase one common share of the Company at a price
$0.425 per share, for a period of 18 months following the issuance
of the Warrants. Each Flow-Through Share will qualify as a
"flow-through share" within the meaning of the Income Tax Act
(Canada).
The Company intends to use the gross proceeds from the sale of
the Flow-Through Shares for work on three mineral properties: the
Nechalacho Rare Earth Elements Project, the East Kemptville
Tin-Zinc-Copper-Indium Project and the Separation Rapids Lithium
Minerals Project, and the net proceeds from the sale of the Units
for working capital and general corporate purposes.
The Corporation has granted Secutor an option (exercisable in
whole or in part, in Secutor's sole discretion), for a period of 30
days from closing of the Offering to purchase up to an additional
2,064,479 Units at a price of $0.34 to cover over-allotments, if
any, and for market stabilization purposes.
The Offering is expected to close on or before May 12, 2015,
subject to customary closing conditions, including the conditional
approval of the Toronto Stock Exchange and the NYSE MKT.
The Offering is being made outside of the United States by way
of a prospectus supplement dated April 29, 2015 to the Canadian
base shelf prospectus dated September 10, 2013. The prospectus
supplement relating to the Offering has been filed with the
applicable provinces and territories in Canada and is available on
SEDAR at www.sedar.com. The prospectus supplement forms part of the
shelf registration statement filed with the United States
Securities and Exchange Commission (the "SEC"),
File No. 333-190771, which was declared effective by the SEC on
September 12, 2013, and will be filed with the SEC pursuant to
General Instruction II.L. of Form F-10 under the U.S. Securities
Act registering for distribution under the U.S. Securities Act the
Unit Shares, Warrants and Flow-Through Shares and will be available
at the SEC's website www.sec.gov.
This press release shall not constitute an offer to sell or
solicitation of an offer to buy these securities, and these
securities may not be offered or sold in any jurisdiction in which
their offer or sale would be unlawful.
About Avalon Rare Metals
Inc.
Avalon Rare Metals Inc. is a mineral development company focused
on rare metal deposits in Canada, with three advanced stage
projects. Its 100%-owned Nechalacho Deposit, Thor Lake, NWT is
exceptional in its large size and enrichment in the scarce "heavy"
rare earth elements, key to enabling advances in clean technology
and other growing high-tech applications. Avalon is also advancing
its Separation Rapids Lithium Minerals Project, Kenora, ON and its
East Kemptville Tin-Indium Project, Yarmouth, NS. Social
responsibility and environmental stewardship are corporate
cornerstones.
For questions and feedback, please e-mail the Company at
ir@avalonraremetals.com, or phone Don Bubar, President & CEO at
416-364-4938.
This news release contains "forward-looking statements" within
the meaning of the United States Private Securities Litigation
Reform Act of 1995 and applicable Canadian securities legislation.
Forward-looking statements include, but are not limited to,
statements related to how the Company plans to use the net proceeds
from the Offering and the anticipated closing date of the Offering.
Generally, these forward-looking statements can be identified by
the use of forward-looking terminology such as "potential,"
"scheduled," "anticipates," "continues," "expects" or "does not
expect," "is expected," "targeted," "planned," or "believes," or
variations of such words and phrases or state that certain actions,
events or results "may," "could," "would," "might" or "will be" or
"will not be" taken, reached or result, "will occur" or "be
achieved." Forward-looking statements are subject to known and
unknown risks, uncertainties and other factors that may cause the
actual results, level of activity, performance or achievements of
Avalon to be materially different from those expressed or implied
by such forward-looking statements. Forward-looking statements are
based on assumptions management believes to be reasonable at the
time such statements are made. Although Avalon has attempted to
identify important factors that could cause actual results to
differ materially from those contained in forward-looking
statements, there may be other factors that cause results not to be
as anticipated, estimated or intended. Factors that may cause
actual results to differ materially from expected results described
in forward-looking statements include, but are not limited to
market conditions, the need for continued cooperation and
performance of the parties to the transaction, as well as those
risk factors set out in the Company's current Annual Report,
Management's Discussion and Analysis and other disclosure documents
available under the Company's profile at www.SEDAR.com. There can
be no assurance that such statements will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. Such forward-looking statements
have been provided for the purpose of assisting investors in
understanding the Company's plans and objectives and may not be
appropriate for other purposes. Accordingly, readers should not
place undue reliance on forward-looking statements. Avalon does not
undertake to update any forward-looking statements that are
contained herein, except in accordance with applicable securities
laws.
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