TORONTO, Nov. 25, 2021 (GLOBE NEWSWIRE) —(the “Company”) ( ) is pleased to announce that it has closed the first tranche of the non-brokered private placement (the “Offering”) announced on October 22, 2021 and November 4, 2021. Under the first tranche of the Offering, the Company issued 4,925,332 units (“Units”), each comprised of one non flow-through common share and half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”) and 1,529,300 “flow-through” units (“FT Units”), each comprised of one flow-through common share and half of one Warrant, for aggregate gross proceeds of approximately $1,505,818. The common share component of each FT Unit was issued as a “flow-through share” (as defined in subsection 66(15) of the Income Tax Act (Canada)). Each Warrant is exercisable to acquire one common share of the Company (a “Warrant Share”) at an exercise price of $0.40 per Warrant Share until May 25, 2023, but subject to accelerated expiry terms following the four month and a day hold period (as further described below) if the Company’s common shares trade at or above $0.80 per share for 20 consecutive days in which case the Company will have the right to accelerate the exercise period to a date ending at least 30 days from the date that notice of such acceleration is provided to the holders of the Warrants.
The proceeds of the FT Unit portion of the first tranche of the Offering will be used for the exploration of the Company’s Hemlo area properties, and the proceeds of the Unit portion of the first tranche of the Offering will be used for general corporate purposes and exploration of the Company’s properties.
In connection with the closing of the first tranche of the Offering, the Company paid certain cash finders fees and issued 175,326 finder’s warrants (each, a “Finder’s Warrant”) to eligible finders in respect of subscriptions for Units and FT Units referred by such finders. Each Finder’s Warrant is exercisable to acquire one common share of the Company (a “Finder’s Warrant Share”) at an exercise price of $0.225 per Finder’s Warrant Share until May 25, 2023.
All securities issued in connection with the first tranche of the Offering (being the Units, the FT Units, the Finder’s Warrants, and the securities comprising each of the foregoing) are subject to a statutory hold period expiring March 26, 2022. Certain directors and officers of the Company participated in the Offering, purchasing in the aggregate 75,000 FT Units for aggregate proceeds of $19,500.
The Offering remains subject to final approval of the TSXV Venture Exchange.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of 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 unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. Neither 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.
In connection with the closing of the first tranche of the Offering, Northfield Capital Corporation (“Northfield”), together with its joint actor, Mr. Robert Cudney, acquired ownership and control of 2,300,000 common shares and 1,150,000 Warrants to acquire 1,150,000 additional common shares.
Prior to the completion of the first tranche of the Offering, Northfield, together with its joint actor, Mr. Robert Cudney, owned and controlled an aggregate of 5,892,120 common shares of the Company (of which 5,886,821 common shares are owned by Northfield directly and 5,299 common shares are owned by its joint actor) and convertible securities entitling Northfield and its joint actor to acquire an additional 443,953 common shares of the Company (of which 318,953 convertible securities are owned by Northfield directly and 125,000 convertible securities are owned by its joint actor) representing approximately 21.72% of the issued and outstanding common shares of the Company as of November 24, 2021 (or approximately 22.98% calculated on a partially diluted basis, assuming the exercise of the 443,953 convertible securities only).
Upon completion of the first tranche of the Offering, Northfield, together with its joint actor, Mr. Robert Cudney, own and control an aggregate of 8,192,120 common shares of the Company (of which 8,086,821 common shares are owned by Northfield directly and 105,299 common shares are owned by its joint actor) and convertible securities entitling Northfield and its joint actor to acquire an additional 1,593,953 common shares of the Company (of which 1,418,953 convertible securities are owned by Northfield directly and 175,000 convertible securities are owned by its joint actor) representing approximately 24.4% of the issued and outstanding common shares of the Company as of November 25, 2021 (or approximately 27.82% calculated on a partially diluted basis, assuming the exercise of the 1,593,953 convertible securities only).
The common shares and Warrants were acquired in a private placement transaction which did not take place through the facilities of any market for the Company’s securities. This transaction was effected for investment purposes and Northfield and its joint actor could increase or decrease their investments in the Company at any time, or continue to maintain their current investment position, depending on market conditions or any other relevant factor. The common shares and Warrants were acquired for aggregate consideration of $521,000, pursuant to the exemption contained in Section 2.3 of National Instrument 45-106 on the basis that each of Northfield and Mr. Cudney is an “accredited investor” as defined herein.
This portion of this new release is issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires an early warning report to be filed on SEDAR (www.sedar.com) containing additional information with respect to the foregoing matters. A copy of the related early warning report may be obtained on the Company’s SEDAR profile or by contacting Northfield at 141 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 3L5, Attention: Michael Leskovec tel: 647 794-4360.
Hemlo Explorers is a Canadian-based mineral exploration company with a portfolio of projects in Ontario and Nunavut. We are focused on generating shareholder value through the advancement of our main Hemlo area, including the Pic Project, the North Limb, and Hemlo West.
For more information please contact:
Brian Howlett, President & CEO
Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties, including, but not limited to, the Offering, the use of proceeds, and the Company’s plans with respect to the exploration and development of its properties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of, including, but not limited to, the impact of general economic conditions, industry conditions, volatility of commodity prices, risks associated with the uncertainty of exploration results and estimates, currency fluctuations, dependency upon regulatory approvals, the uncertainty of obtaining additional financing, exploration risk and COVID-19 pandemic related orders. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. The Company does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.
Pretivm Securityholders Approve Acquisition by Newcrest
Melbourne, Australia–(Newsfile Corp. – January 20, 2022) – Newcrest Mining Limited (ASX: NCM) (TSX: NCM) (PNGX: NCM) (Newcrest) is pleased to announce…
Melbourne, Australia–(Newsfile Corp. – January 20, 2022) –(ASX: NCM) ( ) (PNGX: NCM) (Newcrest) is pleased to announce that ( ) (NYSE: PVG) (Pretivm) shareholders and optionholders (Securityholders) have voted overwhelmingly in favour of the special resolution to approve the plan of arrangement under which Newcrest will acquire Pretivm, including the Brucejack mine (the Transaction).
The special resolution was approved by 95.48% of the votes cast by Pretivm Securityholders at the special meeting held today.
Pretivm shareholders that did not elect cash or Newcrest shares will receive the default consideration of 50% cash and 50% Newcrest shares, being C$9.25 in cash and 0.4042 Newcrest shares per Pretivm share. For other shareholders, after proration and by operation of the aggregate cap of 50% cash and 50% Newcrest share consideration:
- Pretivm shareholders electing to receive maximum cash consideration will receive approximately C$10.81 in cash and 0.3357 Newcrest shares per Pretivm share; and
- Pretivm shareholders electing to receive maximum share consideration will receive 0.8084 Newcrest shares per Pretivm share.
Completion of the Transaction remains subject to final approval by the Toronto Stock Exchange, the granting of the final order by the Supreme Court of British Columbia at a hearing which is scheduled for 25 January 2022, and approval under the Investment Canada Act. Completion of the Transaction is currently expected to occur in the March quarter 2022.
Newcrest’s Managing Director and Chief Executive Officer, Sandeep Biswas, said, “It’s pleasing to see the overwhelmingly positive support for the Transaction from Pretivm shareholders. This acquisition positions Newcrest as the leading gold miner in British Columbia’s Golden Triangle, operating both the Brucejack and Red Chris mines. This is an exciting time for Newcrest and we look forward to building on Pretivm’s success to unlock further value in and around the Brucejack operation.”
Authorised by the Newcrest Disclosure Committee
For further information please contact
+61 3 9522 5570
+61 450 541 389
North American Investor Enquiries
+1 866 396 0242
+61 403 435 222
+61 3 9522 4263
+61 407 885 272
This information is available on our website at www.newcrest.com
Forward Looking Statements
This document includes forward looking statements and forward looking information within the meaning of securities laws of applicable jurisdictions. Forward looking statements can generally be identified by the use of words such as “may”, “will”, “expect”, “intend”, “plan”, “estimate”, “anticipate”, “believe”, “continue”, “objectives”, “targets”, “outlook” and “guidance”, or other similar words and may include, without limitation, statements regarding certain plans, strategies, aspirations and objectives of management, and the expected completion of the Transaction. Newcrest continues to distinguish between outlook and guidance. Guidance statements relate to the current financial year. Outlook statements relate to years subsequent to the current financial year.
These forward looking statements involve known and unknown risks, uncertainties and other factors that may cause Newcrest’s expectation of completion of the Transaction and the expected benefits of the transaction with www.asx.com.au under the code “NCM” and on Newcrest’s SEDAR profile. Newcrest does not undertake to update any of the forward looking statements other than as required by relevant securities laws.to differ materially from that expressed or implied by these forward-looking statements. Relevant factors may include, but are not limited to, regulatory risk, changes in commodity prices, foreign exchange fluctuations and general economic conditions, increased costs and demand for production inputs, the speculative nature of exploration and project development, including the risks of obtaining necessary licences and permits and diminishing quantities or grades of reserves, political and social risks, changes to the regulatory framework within which Newcrest operates or may in the future operate, environmental conditions including extreme weather conditions, recruitment and retention of personnel, industrial relations issues and litigation. For further information as to the risks which may impact on Newcrest’s results and performance, please see the risk factors included in the Appendix 4E and Financial Report for the year ended 30 June 2021 and the Annual Information Form dated 6 December 2021 which are available to view at
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/111073
Carlyle Files Petition with Supreme Court of British Columbia in Connection with Its Notice of Work Application for the Newton Project and Provides Corporate Updates
Vancouver, British Columbia–(Newsfile Corp. – January 20, 2022) – CARLYLE COMMODITIES CORP. (CSE: CCC) (FSE:1OZA) (OTC Pink: DLRYF) ("Carlyle" or the…
Vancouver, British Columbia–(Newsfile Corp. – January 20, 2022) –( ) (FSE:1OZA) (OTC Pink: DLRYF) (“Carlyle” or the “Company“) announces that it has filed a petition and supporting affidavits with the Supreme Court of British Columbia (the “Petition“) in connection with the Company’s Notice of Work and Reclamation Program permit application (the “Permit Application“) for a 5-year, area-based permit to conduct exploration activities on its 100% Newton Project located in the Clinton Mining Division of the Province of British Columbia (the “Newton Project“) held through its wholly-owned subsidiary Isaac Newton Mining Corp.
The Newton Project Petition
The Newton project has been the subject of at least seven previous exploration permits, comprising more than 30,000 m of exploration drilling costing more than $12,000,000. Yet following its acquisition by Carlyle and the filing of the Permit Application on February 10, 2021, the Company has experienced significant delays with the Ministry of Energy, Mines and Low Carbon Innovation (the “Ministry“). The Ministry has tied these delays to a Strategic Engagement Agreement (the “SEA“) entered into between the Province of BC and the Tsilhqot’in Nation. Neither Carlyle nor the prior owners of the Newton Project are party to the SEA.
The Petition seeks declarations from the Court that the SEA does not affect the existing law regarding the Crown’s duty to consult Indigenous groups, it does not displace obligations of procedural fairness owed to Carlyle and that Carlyle’s rights have been violated. It also seeks a declaration that the SEA improperly interferes with the exercise of discretion by the Chief Permitting Officer (or delegate) and it asks the Court to order the Chief Permitting Officer (or delegate) to make a decision on the Permit Application without further delay.
Morgan Good, President and Chief Executive Officer of Carlyle, commented: “It is deeply concerning that after nearly a year this permit has still not yet been issued, and the ministry can’t point to any substantive issue that is causing the delay. We believe Carlyle has made all reasonable efforts to work constructively with both the Ministry and the Tsilhqot’in Nation, and that it has been left with no choice but to seek the Court’s assistance. While we fully respect the Crown’s duty to consult Indigenous groups, the Crown must still follow the law and it must not lose sight of the legal rights and interests of third parties.”
Change to Board of Directors
The Company also announces the resignation of Mike Blady from its board of directors (the “Board“). The Company thanks Mr. Blady for his many efforts and support over the years and wishes him all the best with his future endeavours.
In turn, Carlyle would like to announce and welcome Mr. Jeremy Hanson as its newest member of the Board. Mr. Hanson is a professional geoscientist and has over a decade of experience in mineral exploration throughout Canada. He is the founder of Hardline Exploration Corp, a geological consulting firm focused out of Western Canada. Mr. Hanson is a Director and VP Exploration forCorp, Technical Advisor for Inc, as well as a director of the Smithers Exploration Group. He graduated with a B.Sc. Hons with distinction from Simon Fraser University and brings a strategic mindset to every project.
Amendment to Sunset Property Agreement
Carlyle also announces that it has entered into an amending agreement (the “Amending Agreement“) to amend the terms of its option agreement dated November 7, 2018, as amended on May 9, 2018, May 25, 2018, June 25, 2018, April 24, 2020 and July 29, 2021 (collectively, the “Option Agreement“), whereby the Company has an option to earn a 100% interest in the Sunset mineral property, located in the Vancouver Mining Division of the Province of British Columbia (the “Sunset Property“). Under the terms of the Amending Agreement, the Company has extended the second and third scheduled payments of exploration expenditures respectively on the Sunset Property to December 31, 2022 (as to $200,000) and December 31, 2023 (as to $700,000). A copy of the Amending Agreement has been filed under Carlyle’s profile on SEDAR.
Carlyle Completes Consultant Issuances
Further to the Company’s news release dated July 30, 2021, the Company announces that it has completed the respective share issuances owing to a certain consultant of Carlyle (the “Consultant“) under the terms of an independent consultant agreement (the “Consultant Agreement“) dated July 5, 2021 between the Company and the Consultant. Accordingly, an aggregate of 842,647 common shares (each, a “Share“) in the capital of the Company were issued in accordance with the terms of the Consultant Agreement. For additional information on the Consultant Agreement, see the Company’s news release dated July 30, 2021, filed under Carlyle’s profile on SEDAR. For more information on the Share issuances please see the Company’s Form 9 dated January 5, 2022, filed on the CSE website.
All of the Shares were issued pursuant to the prospectus exemption contained in section 2.24 of National Instrument 45-106 – Prospectus Exemptions and are not subject to trading restrictions pursuant to the provisions of National Instrument 45-102 – Resale of Securities (“NI 45-102“) since the criteria contained in section 2.6(3) of NI 45-102 were met and since the Company received written approval from the Canadian Securities Exchange (“CSE“) to issue the Shares without the hold period pursuant to section 1.4(a) of CSE Policy 6.
Carlyle is a mineral exploration company focused on the acquisition, exploration, and development of mineral resource properties. Carlyle owns 100% of the Newton Gold Project in the Clinton Mining Division of B.C. The Company has an option to earn a 100% interest in the Cecilia Gold-Silver Project located in the State of Sonora, Mexico. The Company also holds an option to earn a 100% interest in the promising Sunset property located in the Vancouver Mining Division near Pemberton, B.C. Carlyle is based in Vancouver, B.C., and is listed on the CSE under the symbol “CCC”.
ON BEHALF OF THE BOARD OF DIRECTORS OF
President and Chief Executive Officer
For more information regarding this news release, please contact:
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable Canadian legislation. All statements in this news release that are not purely historical are forward-looking statements and include statements regarding beliefs, plans, expectations and orientations regarding the future including, without limitation, the approval, timely or otherwise, of the Permit Application and any plans for further exploration at the Newton Project. Although the Company believes that such statements are reasonable and reflect expectations of future developments and other factors which management believes to be reasonable and relevant, the Company can give no assurance that such expectations will prove to be correct. Forward-looking statements involve many known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking information. Such risks and other factors include the inability of the Company to obtain approval by the Ministry of its Permit Application, execute its proposed business plans, and carry out planned future activities, including, but not limited to, those relating to the further exploration of the Newton Project. Other factors may also adversely affect the future results or performance of the Company, including general economic, market or business conditions, future prices of gold or other precious metals, changes in the financial markets and in the demand for gold or other precious metals, changes in laws, regulations and policies affecting the mineral exploration industry, and risks related to the Company’s investments and operations in the mineral exploration sector, as well as the risks and uncertainties which are more fully described in the Company’s annual and quarterly management’s discussion and analysis and other filings made by the Company with Canadian securities regulatory authorities under the Company’s profile at www.sedar.com. The novel strain of coronavirus, COVID-19, also poses new risks that are currently indescribable and immeasurable. Readers are cautioned that forward-looking statements are not guarantees of future performance or events and, accordingly, are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty of such statements. These forward-looking statements are made as of the date of this news release and, unless required by applicable law, the Company assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in these forward-looking statements.
The Canadian Securities Exchange (operated by CNSX Markets Inc.) has neither approved nor disapproved of the contents of this press release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/111056
Eric Sprott Announces Disposition of Holdings in Benchmark Metals Inc.
Toronto, Ontario–(Newsfile Corp. – January 20, 2022) – Eric Sprott announces that today, 2176423 Ontario Ltd., a corporation which is beneficially owned…
Toronto, Ontario–(Newsfile Corp. – January 20, 2022) – Eric Sprott announces that today, 2176423 Ontario Ltd., a corporation which is beneficially owned by him, disposed of 26,082,309 common shares of, over the TSX Venture Exchange (representing approximately 12.9% of the outstanding common shares on a non-diluted basis) at a price of $1.10 per share for aggregate consideration of approximately $28,690,540.
Mr. Sprott now owns and controls no common shares and 3,846,154 common share purchase warrants representing approximately 1.9% of the outstanding common shares on a partially-diluted basis. Prior to the disposition, Mr. Sprott beneficially owned and controlled 26,082,309 common shares and 3,846,154 common share purchase warrants (representing approximately, 12.9% on a non-diluted basis and approximately 14.6% on a partially diluted basis). The disposition resulted in an ownership change, on a partially diluted basis, of 12.7% since the last filing of an Early Warning Report and bring total holdings to under 10% on a partially diluted basis. As a result, Mr Sprott and 2176423 Ontario Limited ceased to be insiders of Benchmark Metals.
The securities noted above are held for investment purposes. Mr. Sprott has a long-term view of the investment and may acquire additional securities including on the open market or through private acquisitions or sell the securities including on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors.
Benchmark Metals is located at 10545-45 Avenue NW, 250 Southridge, Suite 300, Edmonton, Alberta, T6H 4M9. A copy of the early warning report with respect to the foregoing will appear on the company’s profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com and may also be obtained by calling Mr. Sprott’s office at (416) 945-3294 (2176423 Ontario Ltd., 200 Bay Street, Suite 2600, Royal Bank Plaza, South Tower, Toronto, Ontario M5J 2J1).
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/111052
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