Treasury Announces C$2.3 Million Bought Deal Private Placement
November 01 2019 - 6:48AM
Treasury Metals Inc. (“Treasury” or the “Company”) (TSX: TML) is
pleased to announce that it has entered into an agreement with a
syndicate of underwriters led by PI Financial Corp. (collectively,
the "Underwriters") including Haywood Securities Ltd., pursuant to
which the Underwriters have agreed to purchase, on a "bought deal"
private placement basis, 8,100,000 flow-through units (the
“Flow-Through Units”) of the Company, at a price per Flow-Through
Unit of $0.285 (the “Issue Price”), for gross proceeds of
C$2,308,500 (the "Offering"). The Issue Price represents a premium
of approximately 14% to the closing price of the Corporation's
common shares on the Toronto Stock Exchange on October 31, 2019.
Each Flow-Through Unit shall be comprised of one
common share of the Company issued on a flow-through basis
(“Flow-Through Share”) and one-half of one common share purchase
warrant to be issued on a non-flow-through basis (each whole such
warrant, a “Warrant”). Each whole Warrant shall entitle the holder
thereof to acquire one common share of Treasury at a price of $0.45
for a period of 24 months following the closing of the Offering,
and, at the discretion of the Company, may be subject to
acceleration and called prior to the expiry date in the event that
the closing price of the Common Shares is $0.75 or more for twenty
consecutive trading days. The Flow-Through Shares will qualify as
“flow-through shares” (within the meaning of subsection 66(15) of
the Income Tax Act (Canada)).
The Company has also granted the underwriters an
option to purchase up to an additional 1,620,000 Flow-Through Units
to cover over-allotments, exercisable in whole or in part at any
time prior to the closing date of the Offering.
The gross proceeds from the sale of the
Flow-Through Shares will be used for general exploration
expenditures on Treasury’s properties located in Ontario. The
exploration program will fund a 10,000-metre infill and expansion
drilling program with the initial 5,000-metres focused on the C
Zone Resource Area where several significant gold intersections
have been found and the additional 5,000-metres will drill test
both down dip and along strike targets identified in the downhole
IP Survey and recent mine scheduling modelling work (see press
release dated October 24, 2019).
The Offering is scheduled to close on or about
November 21, 2019, or such other date as agreed between the Company
and the underwriters, and is subject to certain conditions
including, but not limited to, the receipt of all necessary
regulatory and other approvals including the approval of the
Toronto Stock Exchange.
In connection with the Offering, the
underwriters will receive on closing of the Offering: (i) a cash
commission of 6.0% of the gross proceeds of the Offering, excluding
gross proceeds from the issuance of Flow-Through Units on a
president’s list to be agreed upon by the Company and the
Underwriters (the “President’s List”) for which a commission of
3.0% of such gross proceeds will be paid by the Company to the
Underwriters; and (ii) that number of non-transferable compensation
options as is equal to (a) 6.0% of the aggregate number of
Flow-Through Units sold under the Offering, excluding those
Flow-Through Units sold to subscribers on the President’s List, and
(b) 3.0% of the aggregate number of Flow-Through Units sold under
the Offering to participants on the President’s List. Each
compensation option shall be exercisable into one common share of
the Company at a price of $0.285 per common share for a period of
24 months from the closing date of the Offering.
This news release does not constitute an offer
to sell or a solicitation of an offer to sell any of the securities
in the United States. The securities have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the “U.S. Securities Act”) or any state securities laws
and may not be offered or sold within the United States or to U.S.
Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
About Treasury MetalsTreasury
Metals Inc. is a gold focused exploration and development company
with assets in Canada and is listed on the Toronto Stock Exchange
(“TSX”) under the symbol “TML” and on the OTCQX® Best Market under
the symbol TSRMF. Treasury Metals Inc.’s 100% owned Goliath Gold
Project in northwestern Ontario is slated to become one of Canada’s
next producing gold mines. With first-rate infrastructure currently
in place and gold mineralization extending to surface, Treasury
Metals plans on the initial development of an open pit gold mine to
feed a 2,500 tonne per day processing plant with subsequent
underground operations in the latter years of the mine life.
For further information please contact:Greg
FerronChief Executive OfficerTreasury Metals:
416-214-4654greg@treasurymetals.com
Neither the Toronto Stock Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the Toronto Stock Exchange) accepts responsibility for
the adequacy or accuracy of this release.
Forward-looking statements:
This news release contains
forward-looking statements. All statements, other than of
historical facts, that address activities, events or developments
that the Company believes, expects or anticipates will or may occur
in the future including, without limitation, the completion of the
Offering as described herein are forward-looking statements.
Forward-looking statements are generally identifiable by use of the
words “will”, “should”, “continue”, “expect”, “anticipate”,
“estimate”, “believe”, “intend”, “to earn”, “to have”, “plan” or
“project” or the negative of these words or other variations on
these words or comparable terminology. Forward-looking statements
are subject to a number of risks and uncertainties, many of which
are beyond the Company’s ability to control or predict, that may
cause the actual results of the Company to differ materially from
those discussed in the forward-looking statements. Factors that
could cause actual results or events to differ materially from
current expectations include, among other things, failure to obtain
any necessary regulatory approvals, the termination of any
agreement governing the Offering, general business and economic
conditions, changes in world gold markets, sufficient labour and
equipment being available, changes in laws and permitting
requirements, unanticipated weather changes, title disputes and
claims, environmental risks as well as those risks identified in
the Company’s annual Management’s Discussion and Analysis. Should
one or more of these risks or uncertainties materialize, or should
assumptions underlying the forward-looking statements prove
incorrect, actual results may vary materially from those described
and accordingly, readers should not place undue reliance on
forward-looking statements. Although the Company has attempted to
identify important risks, uncertainties and factors which could
cause actual results to differ materially, there may be others that
cause results not to be as anticipated, estimated or intended. The
Company does not intend, and does not assume any obligation, to
update these forward-looking statements except as otherwise
required by applicable law.
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