Pro-Or Increases the Private Placement to $3 million
The price per common share is reduced to 10 cents and the
warrants remain at 20 cents for three years
MONTREAL, QUEBEC--(Marketwired - Dec 23, 2013) - Ressources
Minières Pro-Or (TSX-VENTURE:POI) (the "Corporation"), which
operates a recovery plant for precious metals of the Platinum
Group, is pleased to announce that it has increased its previously
disclosed private placement to a total amount of $3 million (the
"Private Placement"). The first tranche of this Private Placement
will be concluded in the coming days and the second and final
tranche will be closed by December 30, 2013. This Private Placement
is directed at qualified investors and is offered in Units as
described below.
- 30,000,000 common shares of the Corporation ("Common Shares),
are offered at a price of $0.10 per Common Share as opposed to the
previously disclosed issue price of $0.12 per Common Share.
- Each Common Share is accompanied by one common share purchase
warrant; each common share purchase warrant entitling the holder
thereof to acquire one Common Share at an exercise price of $0.20
per Common Share for a period of 36 months from the date of
issuance. The warrants are subject to an acceleration clause by
which the warrant period of the warrants can be reduced, at the
Corporation's discretion, if the closing price of the Common Shares
on the Exchange is equal to or above $0.30 on 20 consecutive
trading days, in which case the exercise period of the warrants
will be reduced to 30 days following formal written notification by
the Corporation to that effect.
The Private Placement is led by Euro Pacific Canada Inc., as
agent. The Corporation will pay cash commissions of 8% of the gross
proceeds raised in respect of the Private Placement. In addition,
the Corporation shall issue broker warrants to the agent,
exercisable for a period of 18 months following the closing date,
to acquire common shares which in aggregate is equal to 8% of the
number of common shares sold under the Private Placement, at $0.10
per share.
As previously disclosed in the Corporation's news release dated
December 5, 2013, the Private Placement is being conducted in
contemplation of a proposed "Change of Business" of the Corporation
(as such term is defined under TSX Venture Exchange (the
"Exchange") Policy 5.2 - Changes of Business and Reverse Takeovers)
from solely a "mining issuer" to both a "mining issuer" and a
"technology issuer".
For further information with respect to the proposed Change of
Business and the matters to be considered at the annual and special
meeting of shareholders of the Corporation to be held on December
30, 2013, reference should be made to the management information
circular of the Corporation dated December 2, 2013 (the
"Circular"), a copy of which is available under the Corporation's
profile on SEDAR at www.sedar.com. The information below amends and
replaces some of the information contained in the Circular under
the headings "Available Funds" and "Private Placement" in light of
the increase of the Private Placement and the re-pricing of the
Common Shares to be issued under the Private Placement.
AVAILABLE FUNDS
As at October 31, 2013, the Corporation had a working capital of
$25,000.
Assuming completion of the Private Placement, less the expenses
related to the Proposed Change of Business and the Private
Placement, the Corporation will have a working capital of
approximately $755,000 (Minimum) and $3,125,000 (Maximum):
|
|
|
|
|
|
Available Funds (Minimum) |
|
Available Funds (Maximum) |
|
Working Capital (as at October 31, 2013) |
$ |
25,000 |
|
$ |
25,000 |
|
Amount available for Menarik Exploration Expenses |
$ |
180,000 |
|
$ |
180,000 |
|
Gross Proceeds from the Private Placement |
$ |
600,000 |
|
$ |
3,000,000 |
|
Fees and expenses related to the Private Placement and Proposed
COB |
$ |
(50,000 |
) |
$ |
(80,000 |
) |
Total |
$ |
755,000 |
|
$ |
3,125,000 |
|
Following completion of the Proposed Change of Business and the
Private Placement, the Corporation intends to spend the available
funds as follows:
|
|
|
Principal Purpose |
Amount (Minimum) |
Amount (Maximum) |
Maintaining Prototype Plant |
$ |
66,000 |
$ |
300,000 |
Construction of Commercial Reactors |
$ |
0 |
$ |
480,833 |
R&D Phase II(1) |
$ |
0 |
$ |
36,000 |
R&D Laboratory (2) |
$ |
0 |
$ |
20,000 |
General and Administrative Expenses |
$ |
409,000 |
$ |
1,068,000 |
Ménarik Property Exploration Expenses |
$ |
180,000 |
$ |
180,000 |
Sub-Total |
$ |
655,000 |
$ |
2,084,833 |
Unallocated Working Capital |
$ |
100,000 |
$ |
1,040,167 |
Total |
$ |
755,000 |
$ |
3,125,000 |
Notes:
(1) the Corporation continues
to develop and enhance the PGM recovery platform from the patent
into new applications.. R&D work is required to test other
recycled material from other industrial application (like E-waste,
PGM coated electrode, refractory material, laboratory catalyst) in
the micro-chlorurator and then in the prototype reactor at the
St-Augustin-de-Desmaures plant.
(2) An internal measurement
laboratory will be installed in the future to perform analysis on
feedstock quality and to measure the yield and waste generated by
the process on a continuous basis. This amount represents the cost
to prepare a proposal for a lab.
Consolidated Capitalization
The following table summarizes the Corporation's consolidated
capitalization as at the dates indicated, and after giving effect
to the Private Placement:
|
|
|
|
|
|
|
|
|
Authorized Capital |
Number Authorized |
Outstanding as at December 31, 2012 (audited) |
|
Outstanding as at September 30, 2013 (unaudited) |
|
Outstanding after giving effect to the Private Placement
(Minimum) |
|
Outstanding after giving effect to the Private Placement
(Maximum) |
Common Shares |
Unlimited |
61,896,644 |
|
69,996,644 |
|
75,996,644(2) |
|
99,996,644(2) |
Stock Options |
5,000,000(1) |
3,925,000 |
|
4,425,000 |
|
4,425,000(3) |
|
4,425,000(3) |
Warrants |
- |
10,600,000 |
|
18,383,000 |
|
24,783,000(4) |
|
49,913,000(4) |
Notes:
(1) Does not take into
consideration the amendment to the Stock Option Plan of November
29, 2013, to increase to 13,900,000 the number of Common Shares
reserved for issuance under the Stock Option Plan. Please see under
"Amendments to the Stock Option Plan" in the Circular.
(2) Issuance of 6,000,000
Common Shares (Minimum) and 30,000,000 Common Shares (Maximum) in
connection with the Private Placement.
(3) The amount of outstanding
stock options will not be affected by the Proposed COB or the
Private Placement. Please see under "Compensation Discussion
and Analysis - Stock Option Plan" and "Stock Option
Plan" in the Circular.
(4) Issuance of 6,000,000
(minimum) and 30,000,000 (maximum) common share purchase warrants
in connection with the Private Placement and 480,000 (minimum) and
2,400,000 (maximum) broker warrants, each common share purchase
warrant entitling the holder thereof to acquire one Common Share
for a period of 36 months from the date of issuance at an exercise
price of $0.20 per Common Share and each broker warrant entitling
the holder thereof to acquire one Common Share for a period of 18
months from the date of issuance at an exercise price of $0.15 per
Common Share.
Fully Diluted Share Capital
|
|
|
|
|
|
|
Number of Common Shares (Minimum) |
Percentage |
|
Number of Common Shares (Maximum) |
Percentage |
Current issued and outstanding Common Shares |
69,996,644 |
60.78% |
|
69,996,644 |
42.50% |
Common Shares issuable upon exercise of currently outstanding stock
options |
4,425,000(1) |
3.84% |
|
4,425,000(1) |
2.69% |
Common Shares issuable upon exercise of currently outstanding
warrants |
18,383,000 |
15.96% |
|
18,383,000 |
11.16% |
Common Shares issuable under the Private Placement |
6,000,000 |
5.21% |
|
30,000,000 |
18.22% |
Common Shares issuable upon exercise of the warrants issuable under
the Private Placement |
6,000,000 |
5.21% |
|
30,000,000 |
18.22% |
Common Shares issuable upon exercise of the broker warrants
issuable under the Private Placement |
480,000 |
0.42% |
|
2,400,000 |
1.46% |
Common Shares issuable upon exercise of stock options |
9,475,000(2) |
8.23% |
|
9,475,000(2) |
5.75% |
Total |
115,159,644 |
100.00% |
|
164,679,644 |
100.00% |
Notes:
(1) The amount of outstanding
stock options will not be affected by the Proposed COB or the
Private Placement.
(2) Taking into account the
proposed amendment to the stock option plan to increase the number
of options to 13,900,000, including the 4,425,000 options already
granted.
The funds raised under the Private Placement to be used by the
Corporation for its "technology" related activities will be held in
escrow pending final approval of the TSX Venture Exchange on the
Change of Business.
Sylvain Boulanger, President and CEO of Pro-or said: "We welcome
our new shareholders and appreciate their support in our strategy
to expand our current operations and finance our first commercial
plant."
All securities issued in the placement are subject to a
four-month hold and one day period from the closing date. Directors
and Management of the Company participated in this private
placement.
Neither TSX
Venture Exchange nor its Regulation Services Provider (as that term
is defined in policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this
release.
About Pro-Or
Pro-Or operates an industrial prototype plant for the recovery
of Platinum Group Elements (Platinum, Palladium and Rhodium or
PGMs). The plant is located near Quebec City in
St-Augustin-de-Desmaures. Its patented process yields more than 97%
recoveries of PGMs, and is not only much less capital extensive but
also operates much more rapidly than conventional plants thus
dramatically lowering the amount of time that its customers capital
is tied up as work-in-process inventory. Pro-Or's mission is to
sustainably recover precious metals by the recycling of end-of-life
PGM containing components while meeting global "green" standards
for the automobile industry.
Pro-Or also holds the mineral rights to six mining properties
and has focused its exploration activities on the Menarik property
in the James Bay area, in the Province of Quebec, the site of a
major chromite deposit with occurrences of gold, nickel, copper and
platinum group metals (PGMs). The operation of Pro-Or's patented
and proprietary processes to such deposits may lead to a
breakthrough in low cost primary mining metallurgy in the near
future.
Neither Exchange nor the Supplier of services regulation (as
defined in the policies of the Exchange) accepts responsibility for
the adequacy or accuracy
Sylvain Boulanger, P.Eng.President & CEOinfo@pro-or.com(514)
506-9121Nicole Blanchard, Managing PartnerSun International
Communicationsnicole.blanchard@isuncomm.com(450) 973-6600Christine
YoungVice President, Institutional SalesEuro Pacific Canada
Inc.christine.young@europac.ca416-479-8690
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