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Torr Metals Inc. Completes Qualifying Transaction with $4.47 Million Concurrent Financing

Vancouver, British Columbia–(Newsfile Corp. – November 26, 2021) – Torr Metals Inc. (TSXV: TMET) (formerly Duro Metals Inc.) (the "Company"), is pleased…

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Vancouver, British Columbia–(Newsfile Corp. – November 26, 2021) – Torr Metals Inc. (TSXV: TMET) (formerly Duro Metals Inc.) (the “Company“), is pleased to announce it has completed the acquisition of the British Columbia mineral claims known as the Gnat Claims, and the British Columbia mineral claims known as the Hu Property and Dalvenie Property, altogether known as the Latham Copper-Gold Project, by way of an acquisition transaction and three-cornered Amalgamation (as defined below) in conjunction with a concurrent financing (the “Concurrent Financing“) raising aggregate gross proceeds of $4,476,389.94, comprised of $2,890,660.41 from a Unit Financing (as defined below) and $1,585,729.53 from a Flow-Through Financing (defined below), which is intended to constitute the Company’s qualifying transaction (the “Qualifying Transaction“) as defined under the policies of the TSX Venture Exchange (the “Exchange“). Together, the consolidated Gnat Claims, Hu Property and Dalvenie Property are now known as the Latham Copper-Gold Project, which is comprised of 41 British Columbia mineral claims covering an area of 46,694 hectares in northern British Columbia, approximately 34 km south of Dease Lake, B.C.

The Company’s new CEO Malcolm Dorsey, M.Sc., commented, “We are very excited to be so well-funded to complete Phase 1 of our intended exploration program along with sufficient funds to continue into Phase 2, allowing for regional systematic exploration that will define the scope and scale of a number of targets that are found throughout our district-scale 467 square kilometer consolidated land position. We believe there’s excellent opportunities for future discoveries with multiple large greenfield copper-porphyry and epithermal targets identified across 42km+ of mineralized trends at the Latham Copper-Gold Project, and we can now start the exploration without delay.

The Company filed a filing statement (the “Filing Statement“) dated November 25, 2021 on SEDAR providing details of the Company and the Qualifying Transaction in accordance with Exchange Policy 2.4, and is publicly available under the Company’s profile at www.sedar.com. In addition, the Company also filed on SEDAR a geological technical report on the Latham Copper-Gold Project (the “Technical Report“) entitled, “NI 43-101 Technical Report, Geological Introduction to the Latham Copper-Gold Project, British Columbia, Canada” dated effective August 24, 2021 prepared for the Company by Douglas Turnbull, BSC. (Hons), P.Geo. of Lakehead Geological Services Inc., who is an independent qualified person under National Instrument 43-101-Standards for Disclosure of Mineral Projects (“NI 43-101“). The Technical Report is also publicly available at www.sedar.com under the Company’s profile.

Qualifying Transaction

Immediately prior to the closing of the Qualifying Transaction (the “Closing“), among other things, the Company: (i) continued its corporate existence from Alberta to British Columbia under the British Columbia Business Corporation Act, changed its name from “Duro Metals Inc.” to “Torr Metals Inc.”, and effected a consolidation of all of its issued and outstanding securities on the basis of 1.4538-to-1 (the “Consolidation“); (ii) 1306043 B.C. Ltd. (“130“) acquired the Dalvenie Property from Torr Resources Corp. (“Torr“) in exchange for the issuance of 4,000,000 common shares of 130 to Torr at a deemed price of $0.30 per share, the grant of a 2% a net smelter returns royalty to Torr in respect of the Dalvenie Property, 50% of which may be repurchased by the royalty payor for payment of $1,000,000 to the royalty payee, and payment of $100,000 cash by the Company on behalf of 130; and (iii) 130 completed an equity financing raising aggregate gross proceeds of $2,890,660.41 by issuance of 9,440,200 units of 130 (the “Pre-QT Units“) at a price of $0.30 per Pre-QT Unit, where each Pre-QT Unit is comprised of 1 common share of 130 (a “Pre-QT Share“) and one-half common share purchase warrant of 130 (each whole warrant of 130, a “Pre-QT Warrant“), and each Pre-QT Warrant entitles the holder to acquire a Pre-QT Share or common share of any successor parent company at an exercise price of $0.45 per share for a period of 24 months from the date of issuance of the Pre-QT Warrant (the “Unit Financing“).

Pursuant to the Qualifying Transaction, (i) 130 amalgamated with 1334885 BC Ltd., a wholly-owned subsidiary of the Company, pursuant to the provisions of the Business Corporations Act (British Columbia) and continued as an amalgamated corporation under the name “1306043 BC Ltd.” as a wholly-owned subsidiary of the Company (“Amalco“); (ii) all holders of Pre-QT Shares exchanged their Pre-QT Shares for post-Consolidated Shares of the Company on a 1-for-1 basis and the Pre-QT Warrants were replaced on a 1-for-1 basis by certificates representing post-Consolidation common share purchase warrants of the Company (the “Warrants“), and the Warrants were issued pursuant to a form of Warrant Indenture (the “Warrant Indenture“) between the Company and the Warrant agent, Odyssey Trust Company.

Immediately following the Amalgamation, the Company: (i) acquired the Gnat Claims from Brian and Steven Scott (the “Scott Brothers“) in exchange for, on a 50% / 50% basis, the issuance of 400,000 post-Consolidated Shares of the Company to the Scott Brothers at a deemed price of $0.30 per share, the grant of a 2% a net smelter returns royalty to the Scott Brothers in respect of the Gnat Claims, and 50% of the royalty may be repurchased by the royalty payor for payment of $500,000 to each royalty payee for an aggregate $1,000,000, and payment of $95,000 cash (in addition to a previously-paid $5,000 non-refundable deposit); and (ii) the Company completed an equity financing of 4,805,241 post-Consolidated common shares for aggregate gross proceeds of $1,585,729.53 at a price of $0.33 per post-Consolidated common share of the Company, where those post-Consolidated common shares of the Company (the “FT Shares“) were issued on a flow-through basis under the Income Tax Act (Canada) (the “Flow-Through Financing“).

As a consequence of completing the Qualifying Transaction, the Company (through its wholly-owned subsidiary, Amalco) owns all of the mineral properties comprising the Latham Copper-Gold Project.

Pursuant to the Unit Financing, the Company paid commissions to eligible finders in accordance with the policies of the TSXV and applicable securities laws, comprised of: (i) a cash commission of up to 7% of the gross aggregate subscription proceeds of the Unit Financing; and (ii) a number of common share purchase warrants of Duro (the “Brokers’ Warrants“) equal to up to 7% of the number of Pre-QT Units issued pursuant to the Unit Financing, wherein each Broker’s Warrant entitles the holder to acquire a Share of the Company at a price of $0.30 per Share for a period of 12 months from the date of issuance thereof.

Pursuant to the Flow-Through Financing, the Company paid commissions to eligible finders in accordance with the policies of the TSXV and applicable securities laws, comprised of: (i) a cash commission of up to 7% of the gross aggregate subscription proceeds of the FT Financing; and (ii) a number of common share purchase warrants of the Company (the “FT Brokers’ Warrants“) equal to up to 7% of the number of FT Shares issued pursuant to the FT Financing, wherein each FT Broker’s Warrant entitles the holder to acquire a Share of the Company at a price of $0.33 per Share for a period of 12 months from the date of issuance thereof.

Additional information with respect to the Qualifying Transaction and the business of the Company as a result of the Closing is available in the Company’s filing statement dated November 25, 2021 (the “Filing Statement“), which is available on the Company’s SEDAR profile at www.sedar.com.

Directors, Officers and Other Insiders

Following the Closing, the board of directors of the Company is now comprised of Malcolm Dorsey, Sean Mager, Nicholas Stajduhar, John Williamson, and Ewan Webster, and the officers of the Company are Malcolm Dorsey (President and Chief Executive Officer) and Justin Bourassa (Chief Financial Officer and Corporate Secretary).

On completion of the Qualifying Transaction, the Company became the Resulting Issuer (as defined in Exchange Policy 2.4) having a board of directors consisting of five members. As part of the Qualifying Transaction, all the directors of the Company other than Sean Mager and John Williamson resigned and Malcolm Dorsey, Nicholas Stajduhar and Ewan Webster were appointed as directors to fill the vacant board positions under the next annual general meeting of the Company. Malcom Dorsey was also appointed as the new President and Chief Executive Officer on Closing.

The following sets out the details of all persons constituting the directors and officers of the Company as the resulting issuer of the Qualifying Transaction:

Malcom Dorsey – President, CEO and Director of the Company. He is the co-founder and director of Torr Resources Corp., a private exploration and project generator company since October 2018. He has consulted as an exploration and project development geologist since May 2013, including as a senior geologist for Benchmark Metals Inc. since August 2020. From May 2013 to August 2020 he consulted as an exploration geologist and fulfilled roles in project development and senior management for a number of public and private companies with a variety of deposit types in North, Central, and South America. Malcolm holds both an MSc in Geology and Geophysics (2018) specialized in Structural Geology and a BSc in Geology (2013) from the University of Calgary. His geological exploration and development project leadership, experience and knowledge in British Columbia, where his MSc thesis was completed, will be a significant asset in further advancing the Latham Copper-Gold Project.

Justin Bourassa – Chief Financial Officer and Corporate Secretary of the Company. Mr. Bourassa is presently the Chief Financial Officer and a Director of Duro Metals Inc. since July 2018. Mr. Bourassa is currently the Chief Financial Officer of Altiplano Metals Inc. since April 2013, Peruvian Metals Inc. since July 2013, Camino Minerals Corp. since September 2018, Thesis Gold Inc. since October 2020, Founders Metals Inc. since March 2021 and Benchmark Metals Inc. from July 2013 until February 2017. He is also the founding and managing partner of corporate and financial services provider SPR Outsourcing since February 2016. Mr. Bourassa graduated from Grant MacEwan University where he received a degree in Accounting & Strategic Management.

Sean Mager – Director of the Company. Mr. Mager is presently the President, Chief Executive Officer and a Director of Duro Metals Inc. since July 2018. He has been the principal of 859053 Alberta Ltd., his privately owned investment company since December 1999, and is a Co-Founder, Director and Principal of Metals Group Inc., a privately held mineral exploration, development and investment company, since July 2018, and serves as the Chief Financial Officer and a Director of Emperor Metals Inc. since October 2020, as a Director of Altiplano Metals Inc. since October 2010, as a Director of Benchmark Metals Inc. since February 2013, and as Chief Financial Officer since March 2018 and President, Chief Executive Officer and Director since June 2018 of Cortus Metals Inc.

Nicholas Stajduhar – Director of the Company. Mr. Stajduhar is presently a Director of Thesis Gold Inc. since October 2020 and a Director of Founders Metals Inc. since March 2021. He is an accomplished financial industry professional with 15 years of experience in all aspects of sales and operations. He has a proven track record in the capital markets, is a highly knowledgeable market professional with strong communication and client relationship skills. Mr. Stajduhar has been providing consulting services in public and private capital markets since June 2019. Previously, he was Director of Investments for Skyline Wealth Management Inc. (2017 to June 2019), Vice-President Sales and Trading for Desjardins Capital Markets (2015 to 2017), and Partner and Head of Institutional Sales for Byron Capital Markets Ltd. (2008-2015). In addition, Mr. Stajduhar also holds a licenses from the Canadian Securities Institute (CSC and CPH) and licensing for dealing in various forms of insurance.

John Williamson – Director of the Company. Mr. Williamson is the President of 678119 Alberta Ltd., a private company which provides management and geological consulting services to junior mineral exploration companies since January 1996. Mr. Williamson is currently the Chairman, President, Chief Executive Officer and a director of Altiplano Metals Inc. since 2010. Mr. Williamson is currently Chairman and Chief Executive Officer and a director of Benchmark Metals Inc. since March 2018, Director of Cortus Metals Inc. since November 2019, Director of Scottie Resources Corp. since February 2018, Director of Emperor Metals Inc. since November 2020, Chief Executive Officer and Director of Founders Metals Inc. since February 2021, and a director of Duro Metals Inc. since September 2019. Mr. Williamson resigned as Chief Executive Officer and Director of Camino Minerals Corp. in January 2020 and Exploits Discovery Corp. in October 2020. Mr. Williamson was a Director of QX Metals Corp. from June 2016 to June 2020.

Ewan Webster – Director of the Company. Mr. Webster is presently the President, Chief Executive Officer and a Director of Thesis Gold Inc. since January 2021. Dr. Webster is an exploration geologist who has worked for a number of public mineral exploration and mining companies in North America and South America involving a variety of different deposit types. He holds a B.Sc. (Hons, Geology) from the University of Glasgow, Scotland (2010), a PhD Geoscience from the University of Calgary (2016) and is a registered Professional Geoscientist with the Association of Professional Engineers and Geoscientists of British Columbia. In particular, his PhD research focused on unravelling aspects of the structure, stratigraphy, tectonics, and metamorphism of southeastern British Columbia. Dr. Webster has been a Senior Geologist with the Metals Group Inc. (since May 2019), Director of Camino Minerals Corp. (since January 2020), Director of Trailbreaker Resources Ltd. (since December 2018), and Director of Golden Sky Minerals Corp. (since August 2018). He was previously a Consulting Geologist in private practice from May 2017 to May 2019, and a Geology Technology Instructor for Yukon College from August 2016 to May 2017.

The board committees of the Company consist of the Audit Committee and the Compensation and Corporate Governance Committee. The Audit Committee of the Company is now comprised of John Williamson (Chair), Nicholas Stajduhar, and Ewan Webster. The Compensation and Corporate Governance Committee is now comprised of Ewan Webster (Chair), Malcolm Dorsey, and Nicholas Stajduhar.

As a consequence of the Qualifying Transaction, the following lists those who are insiders of the Company as a result of owning 10% or more of the common shares of the Company:

  • Torr Resources Corp., a private corporation existing under the laws of Alberta, owned and controlled 50% by Malcolm Dorsey (a resident of British Columbia) and 50% by Cameron Dorsey (a resident of North Vancouver, British Columbia);

  • Severin Holdings Inc., a private corporation existing under the laws of British Columbia, owned and controlled by Nicholas Stajduhar (a resident of Ontario); and

  • 2355228 Alberta Ltd., a private corporation existing under the laws of Alberta, owned and controlled by John Alcock (a resident of Alberta).

Additional information about the new directors, officers and insiders of the Company is available in the Filing Statement that was filed under the Company’s profile on SEDAR as the principal disclosure document in respect of the Qualifying Transaction.

Exchange Bulletin

Final acceptance of the Qualifying Transaction will occur upon the issuance of the Final Exchange Bulletin (the “Bulletin“) by the Exchange, following which the Company will be classified as a Tier 2 Mining Issuer, trading under the symbol “TMET”. Subject to such final approval, trading of the Company’s common shares on the Exchange is expected to commence on or about December 7, 2021. The Company will issue a news release once the Exchange issues the Bulletin and confirms the listing date.

Outstanding and Escrowed Shares

Following the Closing, there are now approximately 31,627,441 post-Consolidation Shares issued and outstanding on an undiluted basis [the final number of shares may vary slightly dependent upon rounding and disappearance of fractional shares due to the Consolidation]. As disclosed in the Filing Statement, 12,666,667 Shares (representing approximately 40.05% of the issued and outstanding Shares on an undiluted basis) have been deposited into escrow with TSX Trust Company pursuant to a Tier 2 value security escrow agreement, and an additional 1,021,461 Shares remain subject to a capital pool company escrow agreement.

Qualified Person

Douglas Turnbull, B.Sc. (Hons), P.Geo. is an independent Qualified Person for the purposes of National Instrument 43-101-Standards of Disclosure for Mineral Projects and has reviewed and approved the scientific and technical information in this news release related to geology and exploration.

Contact Information

For further information concerning this press release, please contact Malcolm Dorsey, President, Chief Executive Officer, and Director of Torr Metals Inc. at:

Telephone: 236-982-4300
Email: [email protected]

Cautionary Statement

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) has in any way passed upon the merits of the Qualifying Transaction and neither of the foregoing entities accepts responsibility for the adequacy or accuracy of this release or has in any way approved or disapproved of the contents of this press release.

Certain statements contained in this press release constitute forward-looking information, including statements regarding the expected issuance of the Final Bulletin and the expected commencement of trading of the Shares on the Exchange. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the parties’ current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. The business of the Company is subject to a number of material risks and uncertainties. Please refer to the Filing Statement and other SEDAR filings for further details. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the parties. The material factors and assumptions include the parties being able to obtain the necessary corporate, regulatory and other third parties approvals. The forward-looking information contained in this release is made as of the date hereof and the parties are not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

(Not for dissemination in the United States of America.)

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/105316







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Ford Nicholson Announces Filing of Early Warning Report Related to Earl Resources Limited

Vancouver, British Columbia–(Newsfile Corp. – January 21, 2022) – Ford Nicholson announced today that on December 22, 2021 he acquired, directly or indirectly,…

Vancouver, British Columbia–(Newsfile Corp. – January 21, 2022) – Ford Nicholson announced today that on December 22, 2021 he acquired, directly or indirectly, beneficial ownership, control or direction over 4,927,592 common shares (the “Purchased Shares“) of Earl Resources Limited (the “Company“). Mr. Nicholson acquired the Purchase Shares on December 22, 2021 through share purchase transactions between Mr. Nicholson and various private sellers at a price of $0.035, for an aggregate purchase price of $17,246.58 (the “Share Acquisitions”). 1,122,543 of the Purchased Shares were acquired directly by Mr. Nicholson and 3,805,049 Shares were acquired through Kepis & Pobe Financial Group Inc. and Kepis & Pobe Investments Inc., entities wholly-owned by Mr. Nicholson. The Purchased Shares represent 14.64% of the current number of issued and outstanding common shares of the Company. Mr. Nicholson now beneficially owns or controls, directly or indirectly, an aggregate of 5,635,092 common shares, representing 14.64% of the Company’s issued and outstanding common shares.

As a result of inadvertence on the part of Mr. Nicholson, an early warning report and new release required by applicable securities for the Acquisition was not filed. Until all compliance issues related to Mr. Nicholson’s failure to file early warning and insider reports have been resolved, Mr. Nicholson will not acquire and/or dispose of any securities of the Company.

Mr. Nicholson acquired the Purchased Shares for private investment purposes and may, in the future and subject to applicable law, increase or decrease his beneficial ownership or control over securities of the Company depending upon a number of factors, including but not limited to general market and economic conditions and other available investment opportunities.

An early warning report reflecting the above noted is now available under the Company’s sedar profile at www.sedar.com. For further information, or to request a copy of the early warning report, please contact the following:

Ford Nicholson
Telephone: (604) 417-8032

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.

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/111217






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Maritime Resources Closes Previously Announced Sale of Royalty Portfolio

Toronto, Ontario–(Newsfile Corp. – January 21, 2022) – Maritime Resources Corp. (TSXV: MAE) ("Maritime" or the "Company") is pleased to announce the closing…

Toronto, Ontario–(Newsfile Corp. – January 21, 2022) – Maritime Resources Corp. (TSXV: MAE) (“Maritime” or the “Company”) is pleased to announce the closing of its previously announced asset sale transaction with Nomad Royalty Company Ltd. (“Nomad”). Maritime sold a portion of its royalty portfolio in a number of Canadian exploration projects in Quebec, British Columbia and Ontario to Nomad for US$700,000, which was satisfied through the issuance of 96,818 Nomad common shares. As part of the asset sale process, a right of first refusal associated with one of the royalties being sold was exercised and the applicable royalty was sold for approximately $375,000, being the Canadian dollar equivalent of US$300,000.

Garett Macdonald, President and CEO of Maritime, commented, “This agreement realizes the value of our royalty portfolio today while also providing upside exposure through an equity position in Nomad, one the industry’s fastest growing royalty companies.”

About Maritime Resources Corp.

Maritime holds a 100% interest, directly and subject to option agreements entitling it to earn 100% ownership, in the Green Bay Property, including the former Hammerdown gold mine and the Orion gold project plus the Whisker Valley exploration project, all located in the Baie Verte Mining District near the town of King’s Point, Newfoundland and Labrador. The Hammerdown Gold Project is characterized by near-vertical, narrow mesothermal quartz veins containing gold associated with pyrite. Hammerdown was last operated by Richmont Mines between 2000-2004.

On Behalf of the Board:

Garett Macdonald, MBA, P.Eng.
President and CEO

For further information, please contact:

Tania Barreto, CPIR
Head of Investor Relations
1900-110 Yonge Street, Toronto, ON M5C 1T4.
www.maritimeresourcescorp.com

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Caution Regarding Forward-Looking Statements:

Certain of the statements made and information contained herein is “forward-looking information” within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations. Forward-looking statements are often identified by terms such as “will”, “may”, “should”, “anticipate”, “expects”, “intends”, “indicates” “plans” and similar expressions. Forward-looking statements include statements concerning the anticipated closing of this asset Sale Agreement, potential to increase mineral resource and mineral reserve estimates, the Company’s decision to restart the Project, the Company’s plans regarding depth extension of the deposit at Hammerdown, the Company’s plans regarding completing additional infill and grade control testing within the PEA mine plan, the Company’s plans regarding drilling targets previously identified, the anticipated timing of provincial environmental assessment approval for Hammerdown and the Company’s activities related to the Nugget Pond gold circuit, including receipt of certain approvals related to those activities, amongst other things, which involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. All forward-looking statements and forward-looking information are based on reasonable assumptions that have been made by the Company in good faith as at the date of such information. Such assumptions include, without limitation, the price of and anticipated costs of recovery of, base metal concentrates, gold and silver, the presence of and continuity of such minerals at modeled grades and values, the capacities of various machinery and equipment, the use of ore sorting technology will produce positive results, the availability of personnel, machinery and equipment at estimated prices, mineral recovery rates, and others. Forward-looking information is subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking information, including, without limitation, the ability of the Company to continue to be able to access the capital markets for the funding necessary to acquire, maintain and advance exploration properties or business opportunities; global financial conditions, including market reaction to the coronavirus outbreak; competition within the industry to acquire properties of merit or new business opportunities, and competition from other companies possessing greater technical and financial resources; difficulties in advancing towards a development decision at Hammerdown and executing exploration programs at its Newfoundland and Labrador properties on the Company’s proposed schedules and within its cost estimates, whether due to weather conditions, availability or interruption of power supply, mechanical equipment performance problems, natural disasters or pandemics in the areas where it operates; increasingly stringent environmental regulations and other permitting restrictions or maintaining title or other factors related to exploring of its properties, such as the availability of essential supplies and services; factors beyond the capacity of the Company to anticipate and control, such as the marketability of mineral products produced from the Company’s properties; uncertainty as to whether the acquisition of the Nugget Pond gold circuit will be completed in the manner currently contemplated by the parties; uncertainty as to whether mineral resources will ever be converted into mineral reserves once economic considerations are applied; uncertainty as to whether inferred mineral resources will be converted to the measured and indicated categories through further drilling, or into mineral reserves, once economic considerations are applied; government regulations relating to health, safety and the environment, and the scale and scope of royalties and taxes on production; and the availability of experienced contractors and professional staff to perform work in a competitive environment and the resulting adverse impact on costs and performance and other risks and uncertainties, including those described in each MD&A of financial condition and results of operations. In addition, forward-looking information is based on various assumptions including, without limitation, assumptions associated with exploration results and costs and the availability of materials and skilled labour. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Accordingly, readers are advised not to place undue reliance on forward-looking information. Except as required under applicable securities legislation, Maritime undertakes no obligation to publicly update or revise forward-looking information, whether as a result of new information, future events or otherwise.

Neither TSX Venture Exchange (“TSX-V”) nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/111200









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Canoe Mining Ventures Announces Private Placement Financing

Toronto, Ontario–(Newsfile Corp. – January 21, 2022) – Canoe Mining Ventures Corp. (TSXV: CLV) ( the "Company") is pleased to announce a non-brokered…

Toronto, Ontario–(Newsfile Corp. – January 21, 2022) – Canoe Mining Ventures Corp. (TSXV: CLV) ( the “Company“) is pleased to announce a non-brokered private placement financing for gross proceeds of CDN$500,000 through the issuance of 6,250,000 units in the capital of the Company (the “Units“) at a price of $0.08 per Unit (the “Offering“). Each Unit is 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 acquire one Common Share at a price of $0.125 per Common Share until the date that is three years form the date of issuance (the “Warrant Term“), provided, however, that should the closing price at which the Common Shares trade on the TSX Venture Exchange (or any such other stock exchange in Canada as the Common Shares may trade at the applicable time) at $0.16 or higher for ten (10) trading days within any thirty (30) day trading day period at any time following the date that is four months and one day after the date of issuance, the Company may accelerate the Warrant Term (the “Reduced Warrant Term“) such that the Warrants shall expire on the date which is ten (10) days following the date a press release is issued by the Company announcing the Reduced Warrant Term, subject to adjustments in certain events. Gross proceeds raised from the Offering will be used for working capital and general corporate purposes.

Closing of the Offering is subject to receipt of all necessary corporate and regulatory approvals, including the approval of TSX Venture Exchange. All securities issued in connection with the Offering will be subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation.

The Offering may constitute a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“) as insiders of the Company may subscribe for 1,300,00 Units pursuant to the Offering. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is not listed on a specified market and the fair market value of the participation in the Offering by the insider does not exceed 25% of the market capitalization of the Company in accordance with MI 61-101. The Company will file a material change report in respect of the related party transaction at least 21 days before the closing of the of the Offering.

This press release does not constitute an offer to sell or a solicitation of an offer to buy 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 as defined under applicable United States securities laws unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

On Behalf of the Board of Directors

Scott Kelly
Director and CEO
+1 416 998 4714

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.

This news release includes certain “forward-looking statements” within the meaning of that phrase under Canadian securities laws. Without limitation, statements regarding future plans and objectives of the Company are forward-looking statements that involve various degrees of risk. Forward-looking statements reflect management’s current views with respect to possible future events and conditions and, by their nature, are based on management’s beliefs and assumptions and subject to known and unknown risks and uncertainties, both general and specific to the Company. Although the Company believes the expectations expressed in such forward-looking statements are reasonable, such statements are not guarantees of future performance and actual results or developments may differ materially from those in our forward-looking statements. The following are important factors that could cause the Company’s actual results to differ materially from those expressed or implied by such forward-looking statements: general market conditions, the uncertainty of future profitability and the uncertainty of access to additional capital. Additional information regarding the material factors and assumptions that were applied in making these forward-looking statements as well as the various risks and uncertainties facing the Company are described in greater detail in the “Risk Factors” section of the Company’s annual Management’s Discussion and Analysis and other continuous disclosure documents filed with the Canadian securities regulatory authorities which are available at www.sedar.com. The Company undertakes no obligation to update forward-looking information except as required by applicable law. The reader is cautioned not to place undue reliance on and the Company relies on litigation protection for forward-looking statements.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/111204






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