TSX: TML
OTCQX: TSRMF
/NOT FOR DISTRIBUTION TO UNITED
STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
TORONTO, Dec. 19,
2023 /CNW/ - Treasury Metals Inc. (TSX: TML)
(OTCQX: TSRMF) ("Treasury" or the "Company") is
pleased to announce that it has closed its previously announced
non-brokered private placement (the "Offering"), raising
gross proceeds of approximately $4.145
million through the issuance of 29.6 million units (the
"Units") at a price of $0.14 per
Unit.
Each Unit consists of one common share in the capital of the
Company and one-quarter of one common share purchase warrant (each
whole common share purchase warrant, a "Warrant"). Each
whole Warrant is exercisable at a price of $0.21 for a period of 60 months following the
closing of the Offering.
All securities issued in connection with the Offering are
subject to a four-month and one-day hold period in accordance with
the rules of the Toronto Stock Exchange ("TSX"), and
applicable Canadian securities laws and such other further
restrictions as may apply under foreign securities laws. The
Offering remains subject to the final approval of the TSX.
The gross proceeds from the sale of the Units will be used by
the Company to fund exploration and development activities, which
include, but are not limited to permitting, community consultations
and technical studies to support these activities towards advancing
the Goliath Gold Complex and for working capital and general
corporate purposes.
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy securities in the United States, nor shall there be any sale
of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The securities to be
offered have not been and will not be registered under the
United States Securities Act of 1933, as amended, U.S.
Securities Act or under any U.S. state securities laws, and may
not be offered or sold in the United
States or to, or for the account or benefit of, U.S.
persons, absent registration or an applicable exemption from the
registration requirements of the U.S. Securities Act and applicable
state securities laws.
Certain directors and officers of the Company participated in
the Offering, acquiring an aggregate of 1,525,000 Units on the same
terms as other investors for gross proceeds to the Company of
$213,500 (the "Insider
Participation"). The Insider Participation constitutes a
"related party transaction" pursuant to Multilateral Instrument
61-101 – Protection of Minority Security Holders in Special
Transactions ("MI 61-101"). The Company is exempt from the
requirement to obtain a formal valuation and minority shareholder
approval in connection with the Insider Participation under MI
61-101 in reliance on Sections 5.5(a) and 5.7(1)(a) of MI 61-101
due to the fair market value of the Insiders Participation being
below 25% of the Company's market capitalization for purposes of MI
61-101. The Company did not file a material change report 21 days
prior to the expected closing date of the Offering as the details
of the Insider Participation in the Offering had not been finalized
at that time. The Offering was approved by the board of directors
of the Company with the interested directors disclosing their
interest in the Offering.
About Treasury Metals Inc.
Treasury Metals Inc. is a gold-focused company with assets in
Canada. Treasury's Goliath Gold
Complex (which includes the Goliath, Goldlund and Miller deposits)
is located in Northwestern
Ontario. The deposits benefit substantially from excellent
access to the Trans-Canada Highway, related power and rail
infrastructure and close proximity to several communities including
Dryden, Ontario. For information
on the Goliath Gold Complex, please refer to the technical report,
prepared in accordance with National Instrument 43–101; Standards
of Disclosure for Mineral Projects, entitled "Goliath Gold Complex
– NI 43–101 Technical Report and Prefeasibility Study" and
dated March 27, 2023 with an
effective date of February 22, 2023,
led by independent consultants Ausenco Engineering Canada Inc. The
technical report is available on SEDAR+ at www.sedarplus.ca, on the
OTCQX at www.otcmarkets.com and on the Company website at
www.treasurymetals.com.
The Company also owns several other projects throughout
Canada, including the
Weebigee-Sandy Lake Gold Project JV, and grassroots gold
exploration property Gold Rock. Treasury Metals is committed to
inclusive, informed and meaningful dialogue with regional
communities and Indigenous Nations throughout the life of all our
Projects and on all aspects, including creating sustainable
economic opportunities, providing safe workplaces, enhancing of
social value, and promoting community well-being. For further
details about Treasury, please visit the Company's website at
www.treasurymetals.com.
Cautionary Note Regarding Forward-Looking Information
This news release includes certain "forward-looking
information" and "forward-looking statements" (collectively,
forward-looking statements") within the meaning of Canadian and
United States securities
legislation that is based on expectations, estimates, projections
and interpretations as at the date of this news release, including
information with respect to the Offering, the use of proceeds and
the TSX final acceptance of the Offering. Any statement that
involves predictions, expectations, interpretations, beliefs,
plans, projections, objectives, assumptions, future events or
performance (often, but not always, using phrases such as
"expects", or "does not expect", "is expected", "interpreted",
"management's view", "anticipates" or "does not anticipate",
"plans", "budget", "scheduled", "forecasts", "estimates",
"potential", "feasibility", "believes" or "intends" or variations
of such words and phrases or stating that certain actions, events
or results "may" or "could", "would", "might" or "will" be taken to
occur or be achieved) are not statements of historical fact and may
be forward-looking information and are intended to identify
forward-looking information.
Since forward-looking information address future events and
conditions, by their very nature they involve inherent risks and
uncertainties. Actual results could differ materially from those
currently anticipated due to a number of factors and risks. These
include, but are not limited to, the amount of proceeds raised in
connection with the Offering; the closing of the Offering;
exploration and production for precious metals; delays or changes
in plans with respect to exploration or development projects or
capital expenditures; the uncertainty of resource estimates;
health, safety and environmental risks; worldwide demand for gold
and base metals; gold price and other commodity price and exchange
rate fluctuations; environmental risks; competition; incorrect
assessment of the value of acquisitions; ability to access
sufficient capital from internal and external sources; and changes
in legislation, including but not limited to tax laws, royalties
and environmental regulations. Actual results, performance or
achievement could differ materially from those expressed in, or
implied by, the forward-looking information and, accordingly, no
assurance can be given that any of the events anticipated by the
forward-looking information will transpire or occur, or if any of
them do so, what benefits may be derived therefrom and accordingly,
readers are cautioned not to place undue reliance on the
forward-looking information. Treasury does not undertake to update
any forward-looking information, except in accordance with
applicable securities laws.
SOURCE Treasury Metals Inc.