VANCOUVER, BC / ACCESSWIRE / November 22, 2021 /( )(Frankfurt:TX0)(OTCQX:YGTFF) (“Gold Terra” or the “Company”) is pleased to announce it has entered into a definitive option agreement (the “Option Agreement”) with Newmont Canada FN Holdings ULC (“Newmont FN”) and Miramar Northern Mining Ltd. (“MNML”), both wholly owned subsidiaries of (“Newmont”), which grants Gold Terra the option, upon meeting certain minimum requirements, to purchase MNML from Newmont FN (the “Transaction”), which includes 100% of all the assets, mineral leases, Crown mineral claims, and surface rights comprising the Con Mine, as well as the areas immediately adjacent to the Con Mine, as shown in Exhibit A (the “Con Mine Property”).
The Company has also entered into a subscription agreement with Newmont to complete a strategic investment in the Company for gross proceeds of C$1.5 million (7,142,857 common shares of the Company at a price of C$0.21 per share), resulting in Newmont holding less than five percent (5%) of the issued and outstanding common shares of the Company. The proceeds from this investment are expected to be used primarily for exploration expenditures on the Con Mine Property. It is expected that the closing of the investment will occur on or about November 26, 2021, and is subject to the satisfaction of certain conditions, including receipt of acceptance of the TSX Venture Exchange
The Option Agreement provides the Company with an option to purchase 100% of MNML, the owner of the past-producing high-grade gold Con Mine, which produced more than 6.1 Moz along the Campbell Shear structure. The Option Agreement will immediately replace and supersede the initial Exploration Agreement (the “Exploration Agreement”) dated September 4, 2020 (as announced by the Company on September 8, 2020) and will allow Gold Terra to fully explore 100% of the Campbell Shear structure at the Con Mine and south of it.
Gerald Panneton, Executive Chairman of Gold Terra, commented, “This new Option Agreement to acquire 100% of MNML’s Con Mine is a significant step for Gold Terra to increase our resource base with high-grade ounces along the prolific Campbell Shear structure and to add to our current inferred mineral resource, which currently stands at 1.21 M oz (March 16, 2021 News Release).We are pleased to have developed an excellent relationship with Newmont and welcome them as shareholders of Gold Terra, which illustrates commitment and support for the future. The additional land package along the Campbell Shear, and all the surface access assets and associated infrastructure will allow Gold Terra to accelerate its exploration strategy with the aim of adding a target of 2 M oz of high-grade resources base to sustain the development of the project in the future.”
- The initial Exploration Agreement has been replaced and superseded by the Option Agreement to include all (100%) of MNML and the Con Mine Property.
- Gold Terra has agreed to incur a minimum of C$8.0 million in exploration expenditures over a period of four (4) years, which will include all exploration expenditures incurred to date under the initial Exploration Agreement.
- Gold Terra has spent approximately C$3.0 million in exploration expenditures to date.
- Gold Terra has also agreed to:
- Complete a Pre-Feasibility Study (PFS) of a mineral resource and a minimum of 1.5 M oz in all categories,
- Obtain all necessary regulatory approvals for the purchase and transfer of MNML’s assets and liabilities to Gold Terra,
- Post a cash bond to reflect the status of the Con Mine reclamation plan at the time of closing.
The closing of the Transaction will then be completed with Gold Terra making a final cash payment of C$8,000,000.
Potential Value to Shareholders:
Upon exercise of the option, Gold Terra shareholders would benefit in owning 100% of the Con Mine Property including the following:
- Mineral leases and overlying surface rights.
- Access to infrastructure, including underground openings and shafts, buildings, storage facilities and roads.
- Access to explore and potentially redevelop the remaining historic mineral reserves within the Con Mine Property (See Table 1 – Historic Mineral Reserves at Con Mine further in this press release).
Mr. Panneton further stated: “We see considerable efficiencies through the optionality to acquire all of MNML’s assets which comprise multiple valuable mining assets including the 1,950-metres deep Robertson shaft, and 100% of the Campbell Shear which remains open to the south and at depth. Also, with this option we will be able to test some areas of the past-producing Con Mine that were left behind after closure in 2003 at a time of sustained low gold prices. These are included in the historical 2003 mineral reserves statement in addition to some mineral inventory that could amount to approximately one million ounces of gold. In combination with Gold Terra’s existing inferred mineral resource estimate of 1.2 M oz north of Yellowknife, 100% ownership of the existing and potential high-grade deposit at and surrounding the Con Mine will better support a balanced operation in the future.”
Newmont will retain a 2% net smelter returns royalty (the “NSR”) on minerals produced from the Con Mine Property. The NSR may be reduced by 50% by the Company paying Newmont the sum of C$10,000,000, for a period of two (2) years following the announcement of commercial production.
After Gold Terra exercises its option, Newmont will have a period of two (2) years to exercise its back-in right of a 51% participating interest in MNML and the Con Mine Property, which can be triggered by Gold Terra delineating a minimum of five (5) million ounces of gold in the measured and indicated mineral resource categories supported by a National Instrument NI 43-101 technical report. To be eligible to exercise the back-in right, Newmont will:
- Reimburse Gold Terra three times (3X) the amount of all of the expenditures incurred on the Con Mine Property from September 4, 2020,
- Refund to Gold Terra the C$8,000,000 cash payment,
- Payment of US$ 30 per ounce of gold for 51% of the total ounces reported in the technical report, and
- Assume 51% of the environmental liability, and its share of the posted bond.
If exercised, the back-in right is expected to be completed by a new joint venture led by Newmont. At such time, the 2% NSR would also be eliminated.
Figure 1: Con Mine Option Location
The Transaction will consolidate the Company’s strategic land position in the prolific Yellowknife Gold Belt and provide potential future development optionality. The former Con Mine is a world-class gold deposit and part of the prolific Yellowknife mining camp where 6.1 M ounces of high-grade gold were recovered from the underground operation from both the Con Shear and Campbell Shear.
The acquisition of the Con Mine Property is part of the Company’s strategy to add additional ounces to its current mineral resource estimate and compliments its current drilling program to delineate additional ounces from the Yellorex zone on the Campbell Shear. In addition, the Transaction will provide the Company with access to additional high potential gold zones, that were not included in the Company’s previous Exploration Agreement with Newmont (see September 8, 2020 press release).
The Company believes that drilling could potentially delineate 1 to 1.5 M ounces on the overall Con Mine Property. The Con Mine was shut down in 2003 following multiple years of low gold prices. Historically, a total of 6.1 M ounces of high-grade gold were recovered from the underground Con Mine operation. Remaining historic mineral reserves based on a US$370/oz gold price at the Con Mine as of January 1, 2003, are shown in the following table:
Table 1: Historic Mineral Reserves as of January 1, 2003 (Source: Miramar Mining Corp Limited 2003)
The mineral Reserves and Resources quoted above are historical in nature and are not NI 43-101 compliant. They were compiled and reported by MNML during its operation and closure of the Con Mine (2003). The historical estimates are historical in nature and should not be relied upon, however, they do give indications of mineralization on the property. The Qualified Person has not done sufficient work to classify them as current Mineral Resources or Mineral Reserves and Gold Terra is not treating the historical estimates as current Mineral Resources or Mineral Reserves.
Gold production at the Con Mine started in 1938 after the discovery of a large group of veins associated with a wide shear zone. The mine was owned and operated by Cominco Limited from 1939 to 1986. The Campbell Shear was discovered in 1946 by Neil Campbell and brought into production in 1956, and all production after 1963 came from this very rich zone. In 1977, the Robertson Shaft was sunk to access new reserves to a depth of 6,000 feet or more. In 1986, Cominco sold the Con Mine to Nerco Minerals Company Limited who subsequently modernized the underground operation with mechanized machinery. In 1993, Nerco sold the mine to MNML who continued production and then closed the operation in 2003 at a time when the price of gold was at around US$370 per oz, which was too low to continue production. As such, historic, un-mined reserves remain in the mine property along with other unexplored high-potential areas. (Reference – Ryan Silke, 2009, The Operational History of Mines in the Northwest Territories.)
The Company will have added to its large land play a key piece of ground with excellent potential along the Campbell Shear to add high-grade resources. Currently, drilling is expanding the Yellorex zone and returning high-grade gold assays such as in hole GTCM21-014 with 5.22 g/t over 17.86metres including 11.21 g/t gold over 4.57metres (see September 7, 2021 press release). The Option Agreement provides access to multiple additional zones with historic high-grade assays such as hole Y88 (13.9 g/t gold over 5.27metres) which remain untested in all directions at approximately 900m below surface.
The Transaction includes the following hard assets which will provide future infrastructure cost savings and efficiencies: Multiple existing underground access openings including the original C -1 shaft opening, and the deep Robertson shaft (1950m) with a 2,000 tpd (ton per day) capacity for future underground exploration and mining, valued for time saving, and investment saving; surface infrastructure including a large 10,000 square foot warehouse and dry; surface vehicles; and a C$10 million water treatment plant recently built in 2015. The Con Mine Property reclamation is near completion.
Over the next 24 months, the Company’s strategy is to increase its drilling program mainly south of the original Con Mine to depth of 1,000 metres, and more at a drill spacing of 100 metres and with 50 metres infill, with the objective of delineating a high-grade gold mineral resource to add to the Company’s current 1.2 million ounces in the inferred mineral resource category (See the technical report, titled “Technical Report on the 2021 Updated Mineral Resource Estimates, North belt Property, Yellowknife City Gold Project, Yellowknife, Northwest Territories, Canada” with an effective date of March 14, 2021, which can be found on the Company’s website at https://www.goldterracorp.com and on SEDAR at www.sedar.com) and ultimately bring the mineral resources toward economic assessment, and feasibility. The Transaction will be adding another +20 km2 to consolidate Gold Terra’s land position in the Yellowknife Gold Belt to exceptional district size holdings now totalling 820 km2.
Adelaide Capital will host a Gold Terra Update webinar with senior management on Tuesday, November 23, 2021, 11:00 AM-12:15 PM (UTC-05:00) Eastern Time (US & Canada) to discuss the Transaction. Gerald Panneton, Executive Chairman, and David Suda, President and Chief Executive Officer will give an update on the project and answer any questions. Access to the webinar is as follows:
Adelaide Capital Hosts Gold Terra Update
Webinar Registration: Webinar Registration – Zoom
Topic: Update by Gerald Panneton and David Suda
Date and Time: Tuesday, November 23, 2021, 11:00 AM-12:15 PM EST
The technical information contained in this news release has been reviewed and approved by Joseph Campbell, Chief Operating Officer, a Qualified Person as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects.
About Gold Terra’s Yellowknife City Gold Project
The YCG project encompasses 800 sq. km of contiguous land immediately north, south and east of the City of Yellowknife in the Northwest Territories. Through a series of acquisitions, Gold Terra controls one of the six major high-grade gold camps in Canada. Being within 10 kilometres of the City of Yellowknife, the YCG is close to vital infrastructure, including all-season roads, air transportation, service providers, hydro-electric power, and skilled tradespeople.
The YCG lies on the prolific Yellowknife greenstone belt, covering nearly 70 kilometres of strike length along the main mineralized shear system that host the former-producing high-grade Con and Giant gold mines. The Company’s exploration programs have successfully identified significant zones of gold mineralization and multiple targets that remain to be tested which reinforces the Company’s objective of re-establishing Yellowknife as one of the premier gold mining districts in Canada.
Visit our website at www.goldterracorp.com.
For more information, please contact:
David Suda, President and CEO
Phone: 604-928-3101 | Toll-Free: 1-855-737-2684
Mara Strazdins, Manager of Investor Relations
Phone: 1-778-897-1590 | 604-689-1749 ext. 102
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Information
Certain statements made and information contained in this news release constitute “forward-looking information” within the meaning of applicable securities legislation (“forward-looking information“). Generally, this forward-looking information can, but not always, be identified by use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events, conditions or results “will”, “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative connotations thereof.
All statements other than statements of historical fact may be forward-looking information. Forward-looking information is necessarily based on estimates and assumptions that are inherently subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance, or achievements of the Company to be materially different from those expressed or implied by such forward-looking information. In particular, this news release contains forward-looking information regarding the Company meeting certain minimum requirements to purchase MNML; the completion of the strategic investment, including receipt of the TSXV acceptance of same; the Transaction being a significant step for the Company to increase its resource base with high-grade ounces along the
prolific Campbell Shear to add to the Company’s current mineral resource; the additional land package along the Campbell Shear, and all the surface access assets and associated infrastructure, allowing the Company to accelerate its exploration strategy with the aim of achieving a 2 Moz threshold to sustain the development of the project in the future; the future value/benefits to shareholders of the Company; the ability of the Company to test some areas of the past-producing Con Mine which are included in the 2003 mineral reserves statement in addition to some mineral inventory that could amount to approximately one million ounces of gold; statements with respect to the NSR and back-in rights; the Transaction providing the Company with access to additional high potential gold zones, that were not included in the Company’s previous agreement with Newmont; the belief that drilling could potentially delineate 1 to 1.5 M ounces on the overall Con Mine Property; the historic mineral reserves on the Con Mine Property; the Company’s strategy over the next 24 months to increase its drilling program mainly south of the original Con Mine with the objective of delineating a high-grade gold mineral resource to add to the Company’s current mineral resource estimate and ultimately bring the mineral resources toward economic assessment and feasibility; and the Company’s objective of re-establishing Yellowknife as one of the premier gold mining districts in Canada.
There can be no assurance that such statements will prove to be accurate, as the Company’s actual results and future events could differ materially from those anticipated in this forward-looking information as a result of the factors discussed in the “Risk Factors” section in the Company’s most recent MD&A and annual information form available under the Company’s profile at www.sedar.com.
Although the Company has attempted to identify important factors that would cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. The forward-looking information contained in this news release is based on information available to the Company as of the date of this news release. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. All of the forward-looking information contained in this news release is qualified by these cautionary statements. Readers are cautioned not to place undue reliance on forward-looking information due to the inherent uncertainty thereof. Except as required under applicable securities legislation and regulations applicable to the Company, the Company does not intend, and does not assume any obligation, to update this forward-looking information.
SOURCE: Gold Terra Resource Corp
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Tantalex Resources Corporation Provides Exploration and Corporate Update
Toronto, Ontario – TheNewswire – December 3, 2021 – Tantalex Resources Corporation (CSE:TTX) (CNSX:TTX.CN) (“Tantalex” or the “Corporation”),…
Toronto, Ontario – TheNewswire – December 3, 2021 – () (CNSX:TTX.CN) (“Tantalex” or the “Corporation”), is pleased to provide an update on its exploration and corporate activities.
Manono Lithium Tailings Project
Drilling on the Manono Lithium Tailings Project (the “Tailings Project”) is now completed with a total of 9,279m of aircore drilling and 980m of Cobra drilling. Sample preparation is ongoing and being sent to the ALS laboratory in Ireland for assaying. Initial batch of 1080 samples have arrived in Ireland since mid November but results are still pending due to extended delays in customs clearance.
Exploration on Pegmatite Corridor
Tantalex would also like to confirm that road and drill pad preparation to begin drilling on the near surface pegmatite occurrences along the Corridor are completed and that drilling is expected to commence in the coming days.
The objective with this drill program is to test near surface pegmatites in areas of known tin and tantalum occurrences for potential lithium content.
As indicated in our press release of November 1st, the pegmatite corridor is downstrike from the historical Manono Kitotolo mine where AVZ Minerals have recently published a 400M ton resource report with average Li2O grades of 1,65%. (AVZ Minerals, Definitive Feasibility Study, Manono Lithium & Tin Project, April 21,2020).
The Manono region is set to become an important tier one supplier of lithium with AVZ Minerals recently announcing an investment of USD $240 million dollars for a 24% stake in their Manono Lithium project from CATH, a private investment entity jointly owned by Mr. Pei Zhenhua and Contemporary Amperex Technology Co. Limited (“CATL”),
MOU with XIMEI
Tantalex is also pleased to announce that it is currently in ongoing discussions with Ximei Resources Holding Ltd. (“Ximei”) to enter into a definitive agreement that will replace and supersede the memorandum of understanding (the “MOU”) previously announced on February 18, 2021. Completion of such negotiation shall be subject to XIMEI’s formal confirmation and public announcement. The definitive agreement will provide the framework for a strategic partnership between Tantalex and Ximei, whereby the parties will collaborate in conducting a feasibility study and ultimately establish a tantalum refining plant in the Manono region, Tangyanika Province, in the Democratic Republic of Congo (the “Region”) should all underlying requirements set forth in the definitive agreement be fulfilled. The refining plant will be intended to treat the tantalum concentrate produced by Tantalex and other local cooperatives in the Region with whom Tantalex has established business partnerships.
The Region is richly endowed with coltan and cassiterite, which is often closely associated to the numerous lithium pegmatites. Based on Tantalex’s exploration and resource definition activities on the Tailings Project and along the Pegmatite Corridor, Tantalex considers that an annual production of 50-80t of net metal is achievable on its concessions. Given the eluvial and alluvial nature of the coltan and cassiterite, semi-industrial production of tantalum and tin concentrate could potentially start as early as Q3 2022 on Tantalex’s concessions.
Tantalex is pleased to announce that it intends to amend its articles of incorporation to give effect to a name change of the Corporation to “Tantalex Lithium Resources Corp.”, which will allow for an accurate reflection of the nature of its lithium exploration and development objectives and short-term endeavours. The name change and the amendment of the Corporation’s articles of incorporation will be subject to the approval of the shareholders and will be a matter to be voted upon during the Corporation’s next annual general and special shareholders meeting set to occur no later than as of the 3rd week of January 2022.
The company also confirms that AfriMet Resources has fully exercised their 50,000,000 warrants and, as a result, their current shareholding in Tantalex stands at 28%.
An additional 5,000,000 warrants have been exercised and a $100,000 convertible debenture issued in 2018 in consideration of a loan has been converted into 2,520,000 common shares of the Corporation at a per-share price of $0.05, the whole in accordance with Canadian Securities Exchange guidelines.
The scientific and technical content of this news release has been reviewed and approved by Mr. Gary Pearse MSc, P. Eng, who is a “Qualified Person” as defined by National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”).
Cautionary Note Regarding Forward Looking Statements
The information in this news release includes certain information and statements about management’s view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward looking statements. Although TANTALEX believes that the expectations reflected in forward looking statements are reasonable, it can give no assurances that the expectations of any forward looking statements will prove to be correct. Except as required by law, TANTALEX disclaims any intention and assumes no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.
The Canadian Securities Exchange (CSE) has not reviewed this news release and does not accept responsibility for its adequacy or accuracy.
ON BEHALF OF THE BOARD
President and Chief Executive Officer
For more information, please contact:
President & CEO
Email: [email protected]
Copyright (c) 2021 TheNewswire – All rights reserved.
Critical Elements Closes $30 Million Bought Deal Public Offering of Units
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.MONTRÉAL, QC / ACCESSWIRE / December 3, 2021 / Critical Elements…
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
MONTRÉAL, QC / ACCESSWIRE / December 3, 2021 /( )(FSE:F12) (“Critical Elements” or the “Corporation“) announces that it has closed today its previously announced bought deal financing (the “Offering“). Pursuant to the Offering, Critical Elements issued 17,152,250 units of the Corporation (the “Units“) at a price of $1.75 per Unit (the “Offering Price“) for gross proceeds of $30,016,437.50. This includes 2,237,250 Units issued in connection with the exercise in full of the over-allotment option granted to the Underwriters (as defined below) under the Offering.
Each Unit consists of one common share in the capital of the Corporation (a “Common Share“) and one-half of one Common Share purchase warrant (each full warrant, a “Warrant“). Each Warrant entitles the holder thereof to acquire one Common Share at an exercise price of $2.50 for a period of 24 months following the closing of the Offering.
The Offering was completed through a syndicate of underwriters co-led by Cantor Fitzgerald Canada Corporation and Stifel Nicolaus Canada Inc. (the “Lead Underwriters“), Paradigm Capital Inc., Beacon Securities Limited and Red Cloud Securities Inc. (collectively, with the Lead Underwriters, the “Underwriters“).
As consideration for the services provided by the Underwriters in connection with the Offering, the Underwriters received: (a) a cash commission of $1,699,923.75 equal to 6% of the gross proceeds of the Offering (reduced to 3% for certain subscribers on the “President’s List“); and (b) 1,029,135 broker warrants (the “Broker Warrants“) equal to 6% of the number of Units issued under the Offering. Each Broker Warrant is exercisable to acquire one Unit of the Corporation at a price equal to the Offering Price for a period of two years after the closing of the Offering.
The vast majority of the net proceeds will be used by the Corporation to fund development of the Rose Property and also for general corporate purposes, as more fully described in the short form prospectus of the Corporation dated November 29, 2021.
The Units have been offered by way of short form prospectus in each of the provinces of Canada, pursuant to National Instrument 44-101 – Short Form Prospectus Distributions. The Units, Common Shares and Warrants 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 U.S. state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the “United States” or “U.S. persons” (as such terms are defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an exemption therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities to, or for the account or benefit of, persons in the United States or U.S. persons, nor will there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Critical Elements aspires to become a large, responsible supplier of lithium to the flourishing electric vehicle and energy storage system industries. To this end, Critical Elements is advancing the wholly owned, high purity Rose lithium project in Quebec. Rose is the Corporation’s first lithium project to be advanced within a land portfolio of over 700 square kilometers. In 2017, the Corporation completed a feasibility study on Rose for the production of spodumene concentrate. The internal rate of return for the Project is estimated at 34.9% after tax, with a net present value estimated at C$726 million at an 8% discount rate. In the Corporation’s view, Quebec is strategically well-positioned for US and EU markets and boasts good infrastructure including a low-cost, low-carbon power grid featuring 93% hydroelectricity. The project has received approval from the Federal Minister of Environment and Climate Change on the recommendation of the Joint Assessment Committee, comprised of representatives from the Impact Assessment Agency of Canada and the Cree Nation Government; The Corporation is working to obtain similar approval under the Quebec environmental assessment process. The Corporation also has a good, formalized relationship with the Cree Nation.
For further information, please contact:
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is described in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release contains “forward-looking information” within the meaning of applicable securities laws, including statements with regard to our objectives and the strategies to achieve these objectives. Forward-looking information involves known and unknown risks and uncertainties, many of which are beyond the Corporation’s control, that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. Forward-looking information is based on management’s beliefs and assumptions and on information currently available to management. Although the forward-looking information contained in this press release is based upon what management believes are reasonable assumptions, you are cautioned against placing undue reliance on this information since actual results may vary from the forward-looking information. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained in this press release is provided as of the date of this press release, and the Corporation does not undertake to update or amend such forward-looking information whether as a result of new information, future events or otherwise, except as may be required by applicable law.
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Giyani Closes Bought Deal Public Offering Raising Gross Proceeds of $11.5 Million
Not for distribution to U.S. newswire services or for dissemination in the United States TORONTO, Dec. 03, 2021 (GLOBE NEWSWIRE) — Giyani Metals Corp….
Not for distribution to U.S. newswire services or for dissemination in the United States
TORONTO, Dec. 03, 2021 (GLOBE NEWSWIRE) —( , GR:A2DUU8) (“Giyani” or the “Company“), is pleased to announce that it has today closed its previously announced bought deal equity public offering (the “Offering“). A total of 26,136,395 units of the Company (the “Units“) were issued at a price of $0.44 per Unit for gross proceeds of approximately $11.5 million, which included the exercise in full of the over‐allotment option granted by the Company to the Underwriters (as defined below). Each Unit consists of one (1) common share (each, a “Common Share“) and one half of one (½) Common Share purchase warrant (each whole Common Share purchase warrant, a “Warrant“). Each Warrant entitles the holder to purchase one Common Share at an exercise price of $0.60 until December 3, 2023.
The Offering was co-led by Cormark Securities Inc. and Beacon Securities Limited (together, the “Underwriters“). In connection with the Offering, the Underwriters received a cash commission equal to 5.5% of the gross proceeds of the Offering, other than in respect of sales of Units to certain purchasers on a president’s list, as agreed upon between the Company and the Underwriters (of which a cash commission of 2.0% of the gross proceeds realized from such sales was paid). Giyani also issued an aggregate of 1,381,241 broker warrants to the Underwriters that entitle the holders thereof to purchase Common Shares until December 3, 2023 at a purchase price of $0.44 per Common Share. The Units were qualified for distribution by way of a short‐form prospectus dated November 30, 2021 (the “Prospectus“) filed with the securities commissions in each of the provinces of Canada, except Québec.
The net proceeds of the Offering will be used for the advancement of the Company’s manganese oxide projects in Botswana, including the K.Hill Project, and for working capital and general corporate purposes, all as further described in the Prospectus.
The Offering is subject to the final acceptance of the TSX Venture Exchange.
Giyani is a mineral resource company focused on becoming one of Africa’s first low-carbon producers of high-purity electrolytic manganese precursor materials, used by battery manufacturers for the expanding electric vehicle market, through the advancement of its manganese assets in the Kanye Basin in south-eastern Botswana (the “Kanye Basin Prospects“), through its wholly-owned Botswana subsidiary Menzi Battery (Pty) Limited. The Company’s Kanye Basin Prospects consist of 10 prospecting licenses and include the past producing Kgwakgwe Hill mine and project, referred to as the K.Hill Project, the Otse manganese prospect and the Lobatse manganese prospect, all of which have seen historical mining activities.
On behalf of the Board of Directors of
Robin Birchall, CEO
Robin Birchall CEO, Director
+44 7711 313019
VP Business Development
+44 7866 591 897
Corporate Secretary and Investor Relations
+1 416 453 8818
Neither the TSX Venture Exchange (the “TSXV”) nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.
The securities described herein have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and accordingly, may not be offered or sold to, or for the account or benefit of, persons in the United States or “U.S. persons,” as such term is defined in Regulation S promulgated under the U.S. Securities Act (“U.S. Persons”), except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Company’s securities to, or for the account of benefit of, persons in the United States or U.S. Persons.
Forward Looking Information
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. All statements in this news release, other than statements of historical fact, that address events or developments that Giyani expects to occur, are “forward-looking statements”, including but not limited to statements in respect of the final acceptance of the TSX Venture Exchange and the use of the net proceeds of the Offering. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “does not expect”, “plans”, “anticipates”, “does not anticipate”, “believes”, “intends”, “estimates”, “projects”, “potential”, “scheduled”, “forecast”, “budget” and similar expressions, or that events or conditions “will”, “would”, “may”, “could”, “should” or “might” occur.
All such forward-looking statements are based on the opinions and estimates of the relevant management as of the date such statements are made and are subject to certain assumptions, important risk factors and uncertainties, many of which are beyond Giyani’s ability to control or predict. Forward-looking statements are necessarily based on estimates and assumptions that are inherently subject to known and unknown risks, uncertainties and other factors that may cause actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. In the case of Giyani, these facts include their anticipated operations in future periods, planned exploration and development of its properties, and plans related to its business and other matters that may occur in the future. This information relates to analyses and other information that is based on expectations of future performance and planned work programs.
Forward-looking information is subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking information, including, without limitation: inherent exploration hazards and risks; risks related to exploration and development of natural resource properties; uncertainty in Giyani’s ability to obtain funding; commodity price fluctuations; recent market events and conditions; risks related to the uncertainty of mineral resource calculations and the inclusion of inferred mineral resources in economic estimation; risks in how the world-wide economic and social impact of COVID-19 is managed; risks related to governmental regulations; risks related to obtaining necessary licenses and permits; risks related to their business being subject to environmental laws and regulations; risks related to their mineral properties being subject to prior unregistered agreements, transfers, or claims and other defects in title; risks relating to competition from larger companies with greater financial and technical resources; risks relating to the inability to meet financial obligations under agreements to which they are a party; ability to recruit and retain qualified personnel; and risks related to their directors and officers becoming associated with other natural resource companies which may give rise to conflicts of interests. This list is not exhaustive of the factors that may affect Giyani’s forward-looking information. 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 the forward-looking information or statements.
Giyani’s forward-looking information is based on the reasonable beliefs, expectations and opinions of their respective management on the date the statements are made, and Giyani does not assume any obligation to update forward looking information if circumstances or management’s beliefs, expectations or opinions change, except as required by law. For the reasons set forth above, investors should not place undue reliance on forward-looking information. For a complete discussion with respect to Giyani and risks associated with forward-looking information and forward-looking statements, please refer to Giyani’s Annual Information Form and the Prospectus, all of which are filed on SEDAR at www.sedar.com.
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