SOPerior Not Successful in Completing its Full $4 Million Planned Offering and Provides Management Update
July 31 2020 - 04:00PM
GlobeNewswire Inc.
SOPerior Fertilizer Corp. (“
SOP”
or the “
Company”) (TSX:SOP)
further to its press releases of May 4, 2020, June 10, 2020 and
July 6, 2020, the Company announces that it has failed to raise
additional funding under its planned private placement first
announced on May 4, 2020. As stated in the Company’s May 4,
2020 press release, the original objective was to raise up to
$4,000,000 by way of non-brokered private placement (the
“
Offering”). The TSX had provided several
extensions to complete the Offering by July 31, 2020.
As reported on June 10, 2020, a first tranche
(“First Tranche”) of the Offering closed for
aggregate proceeds of $882,262.50 through the issuance of
35,290,500 Units at $0.025 per Unit. Each Unit was comprised
of one common share in the capital of the Company (each, a
“Common Share”) and one-half of one whole Common
Share purchase warrant (each whole warrant, a
“Warrant”). Each Warrant entitles the holder
thereof to purchase one Common Share at a price of $0.10 per Common
Share any time prior to 5:00 p.m. Toronto time of June 10, 2024.
The First Tranche proceeds were used in part to pay the
Company’s 2020 lease payment owing on its mining and mineral
extraction lease (known as ML 51983-OBA) granted by the State of
Utah & School and Institutional Trust Lands Administration.
In addition, further to the Company’s press
release of May 4, 2020, it was further contemplated that upon
closing of the full $4,000,000 Offering, the current officers and
directors of the Company would resign and a new board of directors
and management team will be appointed. This will now be no longer
the case and the existing management and Board will continue with
the Company. Specifically, SOP’s board remains comprised of
R. Bruce Duncan, Arthur Roth, Richard Klue, Ian Smith and Andrew
Squires. The senior officers of the Company still remain comprised
of Andrew Squires (President and CEO), Olga Nikitovic (Chief
Financial Officer) and R. Bruce Duncan (Executive Chairman).
Had the full $4,000,000 Offering been completed,
it was proposed that $1,970,000 (US$1,440,000) owing to Lind Asset
Management VII, LLC would have been paid in full. The Company
will now work with Lind to consider all available options in the
circumstances.
The Company is now in negotiations with a
third-party group which are designed to advance SOP’s Blawn
Mountain Project located in Beaver County Utah. There can be
no guarantee, however, that these discussions will lead to any form
of definitive agreement.
As also previously reported, on May 1, 2020, the
Toronto Stock Exchange (the “TSX”) granted the
Company an exemption from the shareholder approval requirements of
the TSX as set out in Section 604(e) of the Manual, on the basis of
financial hardship, given that the Company was in serious financial
difficult with limited alternatives and the immediacy of the
Company’s need to address its financial obligations through the
Offering did not afford it sufficient time to hold a special
shareholders meeting. As a result, the Company became subject to a
remedial delisting review by the TSX. It is routine for the
TSX to require any issuer utilizing the financial hardship
exemption to be the subject of such review. No assurance can be
provided as to the outcome of such review and therefore, continued
qualification for listing on the TSX.
NEITHER THE TORONTO STOCK EXCHANGE NOR
ITS REGULATION SERVICES PROVIDER ACCEPTS RESPONSIBILITY FOR THE
ADEQUACY OR ACCURACY OF THIS RELEASE.
On Behalf of the Board of Directors
SOPERIOR FERTILIZER CORP.
“R. Bruce Duncan”Executive Chairman and Director
Contact Information E-mail inquiries:
info@SOPfertilizer.com P: (416)
362-8640www.SOPfertilizer.com
About SOPerior Fertilizer
Corp.SOPerior Fertilizer Corp. is a Canadian based
exploration and development company with a unique opportunity to
develop a SOP and alumina rich material project into long-term
mining production. The Company's Blawn Mountain Project consists of
four areas of surface mineable alunite mineralization in the State
of Utah. Alunite is a sulfate mineral ore rich in both SOP and
alumina. Located in a mining friendly jurisdiction with established
infrastructure nearby, the project covers approximately 15,404
acres of state-owned land and has a known permitting process.
Extensive development was completed in the 1970s including a mine
plan, feasibility study and 3-year pilot plant operation. SOPerior
has a highly qualified and proven management team in place with
significant financial, project management and operational
experience and the ability to take projects into production.
FORWARD LOOKING STATEMENTS:
This news release contains forward-looking statements, which relate
to future events or future performance and reflect management's
current expectations and assumptions. Such forward-looking
statements reflect management’s current beliefs and are based on
assumptions made by and information currently available to the
Company. Investors are cautioned that these forward looking
statements are neither promises nor guarantees, and are subject to
risks and uncertainties that may cause future results to differ
materially from those expected. These forward-looking statements
are made as of the date hereof and, except as required under
applicable securities legislation, the Company does not assume any
obligation to update or revise them to reflect new events or
circumstances. All of the forward-looking statements made in this
press release are qualified by these cautionary statements and by
those made in our filings with SEDAR in Canada (available at
www.sedar.com).
40930091.3
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