/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
TSX: TML OTCQX: TSRMF
TORONTO, Feb. 17, 2021 /CNW/ - Treasury Metals
Inc. (TSX: TML) ("Treasury" or the "Company") is
pleased to announce that it has entered into an agreement with
Haywood Securities Inc., and Cormark Securities Inc., as
joint bookrunners, and together with Sprott Capital Partners LP
(together, the "Co-Leads") as co-lead underwriters, in each
case on behalf of themselves and on behalf of a syndicate of
underwriters (together with the Co-Leads, the
"Underwriters"), under which the Underwriters have agreed to
purchase on a bought deal basis, an aggregate of 10,530,000 NFT
Special Warrants (as defined below) for total gross proceeds of
$10,003,500 (the "NFT
Offering"). In addition, the Company has entered into a
separate agreement with the Co-Leads, on behalf of a syndicate of
agents (together with the Co-Leads, the "Agents"), in
connection with a proposed commercially reasonable efforts private
placement financing for total proceeds of up to an additional
$5,000,000 (the "FT Offering",
and together with the NFT Offering, the "Offering").
The NFT Offering consists of 10,530,000 non-flow-through special
warrants (the "NFT Special Warrants") at a price of
$0.95 per NFT Special Warrant (the
"NFT Issue Price").
The FT Offering will consist of a combination of flow-through
special warrants (the "FT Special Warrants") at a price of
$1.10 per FT Special Warrant (the
"FT Issue Price") and charity flow-through special
warrants (the "Charity FT Special Warrants", and together
with the FT Special Warrants and the NFT Special Warrants, the
"Special Warrants") at a price of $1.33 per Charity FT Special Warrant (the
"Charity FT Issue Price").
Each NFT Special Warrant will be exercisable to acquire one
common share of the Company (each a "Common Share") and each
FT Special Warrant and Charity FT Special Warrant will be
exercisable to acquire one flow-through Common Share of the Company
(each a "FT Share"). The FT Shares will qualify as
flow-through shares as defined in the Income Tax Act
(Canada).
Treasury has granted the Underwriters an option, at any time up
to 48 hours prior to the Closing Date (as hereinafter defined), to
purchase up to an additional 1,579,500 NFT Special Warrants at the
NFT Issue Price for additional gross proceeds of approximately
$1,500,525.
The Special Warrants will be exercisable by the holders thereof
at any time after the Closing Date for no additional consideration
and all unexercised Special Warrants will be deemed to be exercised
and surrendered, without any further action or payment of
additional consideration by the holder thereof, at 5:00 p.m. (Toronto time) on the earlier of: (a) the date
that is four months and a day following the Closing Date; and (b)
the fifth business day after a receipt is issued for a (final)
prospectus (the "Final Qualification Prospectus") by the
securities regulatory authorities in each of the provinces of
Canada, excluding Quebec, qualifying for distribution the Common
Shares and FT Shares. The Company will use commercially
reasonable efforts to obtain such receipt on or prior to
April 15, 2021. Until a receipt
is issued for the Final Qualification Prospectus, the Special
Warrants (and any Common Shares or FT Shares issued on exercise
thereof) will be subject to a hold period under applicable Canadian
securities laws expiring on the date that is four months and a day
following the Closing Date.
The net proceeds of the NFT Special Warrants will be used to
fund exploration and trade-off optimization studies as part of the
pre-feasibility study work and development of the Company's Goliath
Gold Complex projects, as well as for general working capital
purposes. The gross proceeds from the sale of the FT Special
Warrants and Charity FT Special Warrants will be used by the
Company to incur eligible "Canadian exploration expenses" that
qualify as "flow-through mining expenditures" (within the meaning
of the Income Tax Act (Canada)), related to the Company's Goliath
Gold Complex projects in Ontario. The Company has agreed to
renounce such Canadian exploration expenses with an effective date
of no later than December 31, 2021, in an aggregate amount of
not less than the total amount of the gross proceeds raised from
the issuance of FT Shares.
Closing of the Offering is expected to occur on or about
March 10, 2021 (the "Closing
Date") and is subject to certain customary conditions,
including, but not limited to, the receipt of all necessary
regulatory approvals and acceptance of the TSX.
The Special Warrants to be issued under the Offering will be
offered by way of private placement exemptions in all the provinces
of Canada and in the United States on a private placement basis
pursuant to exemptions from the registration requirements of the
United States Securities Act of 1933, as amended (the "U.S.
Securities Act").
The securities being offered have not been and will not be
registered under the U.S. Securities Act and may not be offered or
sold in the United States, or to, or for the account or
benefit of, U.S. persons or persons in the United States, absent registration or an
applicable exemption from the registration requirements. This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the securities in
any State in which such offer, solicitation or sale would be
unlawful.
To view further details about the Goliath Gold Complex projects,
please visit the Company's website at www.treasurymetals.com.
Twitter @TreasuryMetals
About Treasury Metals Inc.
Treasury Metals Inc. is a gold focused company with assets
in Canada. Treasury's Goliath Gold Complex ("GGC"),
which includes the Goliath, Goldlund and Miller projects, is
located in Northwestern Ontario. The GGC projects benefit
substantially from excellent access to the Trans-Canada Highway,
related power and rail infrastructure, and close proximity to
several communities including Dryden, Ontario. The Company also owns several other
projects throughout Canada, including the Lara Polymetallic
Project, Weebigee-Sandy Lake Gold Project JV, and grassroots gold
exploration property Gold Rock.
Forward-Looking Statements
Certain information set forth in this news release contains
"forward-looking statements", and "forward-looking information
under applicable securities laws. Except for statements of
historical fact, certain information contained herein constitutes
forward-looking statements, which include expectations about the
timing and completion of the Offering, the use of proceeds from the
Offering, and management's expectations with respect to the
Offering, the issuance of a receipt for a Final Qualifying
Prospectus, the necessary approvals for the Offering including the
approval of the TSX and are based on the Company's current internal
expectations, estimates, projections, assumptions and beliefs,
which may prove to be incorrect. Some of the forward-looking
statements may be identified by the use of conditional or future
tenses or by the use of such words such as "will", "expects",
"may", "should", "estimates", "anticipates", "believes",
"projects", "plans", and similar expressions, including variations
thereof and negative forms. These statements are not guarantees of
future performance and undue reliance should not be placed on
them.
Such forward-looking statements necessarily involve known and
unknown risks and uncertainties, which may cause the Company's
actual performance and financial results in future periods to
differ materially from any projections of future performance or
results expressed or implied by such forward-looking statements.
These risks and uncertainties include, but are not limited to:
risks and uncertainties relating to the completion of the Offering
as described herein, obtaining necessary TSX approval of the
Offering in and management's ability to anticipate and manage the
foregoing factors and risks. There can be no assurance that
forward-looking statements will prove to be accurate, and actual
results and future events could differ materially from those
anticipated in such statements. The Company undertakes no
obligation to update forward-looking statements if circumstances or
management's estimates or opinions should change except as required
by applicable securities laws. The reader is cautioned not to place
undue reliance on forward-looking statements. The Company disclaims
any intention or obligation to update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise, except to the extent required by securities
legislation.
Neither the TSX nor its Regulation Services Provider (as that
term is defined in the policies of the TSX) accepts responsibility
for the adequacy or accuracy of this release.
SOURCE Treasury Metals Inc.