NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR
DISEMMINATION IN THE UNITED
STATES
VANCOUVER, BC, May 6, 2024
/CNW/ -- JKS Resources Inc. (CSE: JKS) is pleased to announce the
closing of two concurrent private placements.
JKS completed a non-brokered private placement of
24,032,417 subscription receipts at a price of $0.30 per share for gross proceeds of
$7,209,725.10 and
17,754,738 subscription receipts at a price of $0.45 per Unit, with a three year half warrant at
$0.60, for gross proceeds of
$7,989,632.10, for aggregate gross
proceeds of $15,199,357.20.
Finder's fees in the amount of $206,028.36 will be paid by the Company in
connection with the Private Placement to certain arm's length
parties.
For further details regarding the Transaction, see the Company's
news release dated January 15,
2024.
"We would like to thank our investors for their
overwhelming support of our acquisition and exploration program"
said Rory Quinn, Yukon Metals'
incoming Chief Executive Officer. "The demand for this private
placement is indicative of the quality of the assets we were able
to acquire and the quality of the Board of Directors we were able
to assemble. We are proud of our high-quality investor base and
that over $15 million has been raised
with less than 2% payable in broker fees. We look forward to
updating our investors on significant news as we move
forward."
About the Yukon Metals Transaction and the Yukon Metals
Properties
Upon completion of the Transaciton, the Company will be renamed
Yukon Metals Corp., and a new Board or Directors will be
constituted. The Company will own the AZ, Barite Mountain, Birch,
Carter Gulch, Clea, Eva, Expo, Faro North, Fox, Gem, Ketza, Nut,
Pete, Risby and Talbot claims, and the Venus claims and crown
grants located in Yukon for a
total land package of approximately 18,000 hectares. The Yukon
Metals Properties are a suite of base and precious metals focused
projects in the Yukon ranging from
promising new discoveries to drill ready targets.
About Yukon Metals Corp.
Yukon Metals represents a property portfolio built on over 30
years of prospecting by the Berdahl family, the prospecting team
behind Snowline Gold's (SGD) portfolio of assets. The Yukon Metals
portfolio consists primarily of copper-gold and silver-lead-zinc
assets, with a substantial gold and silver component. The Company
is led by an experienced Board of Directors across technical,
exploration and finance disciplines.
Upon listing, Yukon Metals' Board of Directors will consist of
the following:
Rory Quinn, CEO and
Director
Mr. Quinn has over 20 years of capital markets experience in the
global mining space and was the former CEO of E79 Resources Corp.
Most recently he served as CEO of Green Earth Metals, a private
company. Prior to his CEO roles he was Director, Investor Relations
at Wheaton Precious Metals, previously Silver Wheaton. During his
tenure at Wheaton, Mr. Quinn worked on acquisitions totalling over
US$6 billion as the company built its
precious metal business. Mr. Quinn has been involved in the review
of hundreds of mining companies and mining assets from majors to
earlier stage developers and explorers in assessing high-quality
investment opportunities around the globe. Prior to joining
Wheaton, Mr. Quinn worked in Toronto at Castle Gold, which was sold along
with its flagship, El Castillo Gold mine, to Argonaut Gold. Before
switching his focus to the resource capital markets, Mr. Quinn
started his career with the consumer products giant, Gillette
Company, now Proctor and Gamble.
Patrick Burke, Chair
Mr. Burke is currently a Special Advisor for Capital Markets,
Canaccord Genuity Corp. (Canada).
He joined Canaccord in October 2015,
serving as Head of Canada Capital Markets, bringing more than 25
years of experience and extensive institutional relationships to
his role. Prior to joining Canaccord, Pat served as Global Head of
Equity and Co-Head of Global Investment Banking for Scotiabank. In
that role, he was responsible for oversight of equity sales,
trading, research, prime brokerage, equity capital markets, equity
derivatives and investment banking. Before that he was Managing
Director and Head of Canadian Equities for Merrill Lynch, having
held various roles of increasing responsibility since 2000. From
1990 to 2000, Mr. Burke worked in institutional equity and fixed
income for Bank of Montreal.
Dr. Darryl Clark,
Director
Dr. Clark has decades of global exploration and operating
experience in the mining industry. Through his career, Dr. Clark
has held a wide range of executive roles across a number of metal
and mineral sectors, with both junior and major mining companies.
His experience consists of periods working in gold, copper,
uranium, coal, and oil sands. Dr. Clark's precious metal experience
started at Great Central Mines during the period of rapid resource
discovery in the 90s that transformed the West Australian
Goldfields. Additional greenfield and project experience was gained
at Sunrise Dam Gold Mine, Ivanhoe Mines Mongolia, Vale and SRK
consulting where he was involved in several greenfield discoveries.
Dr. Clark has over 10 years of experience as a Non-Executive
Director on ASX & TSX listed companies. Dr. Clark holds a PhD
in Economic Geology from the University of Tasmania and is currently the Executive Vice
President Exploration and Development for IsoEnergy Ltd and the Non
Executive Chairman for Waratah Minerals Ltd.
Jim Coates,
Director
Mr. Coates has spent over two decades conducting mineral and
scientific exploration across Canada and the world. Mr. Coates has completed
MSc and PhD-level research in geography specialized in permafrost,
with years spent in the field operating a drilling and geophysics
company, as well as Yukon Geological Survey and independent
exploration work in the Klondike Goldfields, which provided
comprehensive exposure to many aspects of the mineral industry. A
fascination with innovative design allowed Mr. Coates to optimize
low-impact exploration methods both for clients and use on his
personal mineral properties. Mr. Coates' experience growing up in
small northern community continues to inform how the social license
of resource projects affects their success.
Daniel Vickerman,
Director
Mr. Vickerman is a seasoned institutional sales and corporate
finance professional with 25 years of experience in the financial
industry, currently acting as Senior Vice President of Corporate
Development, Board member of Blackrock Silver, and Board member of
Discovery Silver. He joined the Board of Discovery in 2019 through
the merger with Levon Resources. where he was Board Chairman.
Formerly Mr. Vickerman was Managing Director, Head of UK Edgecrest
Capital. Before joining Edgecrest Capital UK, Mr. Vickerman was
Managing Director, Co-Head of Canadian Equity Sales UK at Canaccord
Genuity Corp. Mr Vickerman has extensive experience working with
mineral exploration and development companies, raising equity for
public and private companies during their exploration and
development. Mr. Vickerman spent over 4 years as a London based alternative asset manager (part
of Man Group plc), trading commodities, and foreign exchange.
For more information about Yukon Metals, please contact:
Rory Quinn, Incoming President
& CEO
Yukon Metals Corp.
Email: roryquinn@yukonmetals.com
Each Share Subscription Receipt will be automatically
exercised into one common share of the Company (each, a "Common
Share") upon completion of the previously announced transaction
pursuant to which the Company will acquire all of the issued and
outstanding shares of Lapie Mining Inc., which holds certain
mineral claims in the Yukon (the
"Transaction"). Each Unit Subscription Receipt will be
automatically exercised into one unit of the Company (each, a
"Unit") upon completion of the Transaction, whereby each Unit will
consist of one Common Share and one-half of one common share
purchase warrant (each whole common share purchase warrant, a
"Warrant"), with each Warrant entitling the holder thereof to
purchase one additional Common Share (each, a "Warrant Share") at a
price of $0.60 until May 3, 2027.
The proceeds from the sale of the Subscription Receipts will be
held in escrow pending completion of the Transaction. Following the
Transaction, the funds are expected to be used for exploration and
related expenditures on the Yukon
properties acquired pursuant to the Transaction and working capital
purposes.
The Subscription Receipts, including the Common Shares and the
Warrants issuable upon automatic exercise of the Subscription
Receipts, are and will be subject to a statutory hold period of
four months and one day under Canadian securities laws.
Certain insiders acquired an aggregate of 50,000 Share
Subscription Receipts and 22,222 Unit Subscription Receipts,
and as such the Private Placement is considered a "related party
transaction" as defined under Multilateral Instrument 61-101 ("MI
61-101").
JKS has relied on exemptions from the valuation and minority
shareholder approval requirements of MI 61-101 contained in
sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of the
insiders' participation in the Private Placement, as such
participation does not exceed 25% of the Company's market
capitalization.
The Company will file a material change report in respect of the
Private Placement. However, the Company did not file a material
change report 21 days prior to closing of the Private Placement as
the participation of insiders of the Company in the Private
Placement had not been confirmed at that time.
Further Information
Investors are cautioned that any information released or
received with respect to the Transaction, including in this news
release, may not be complete and should not be relied upon.
Completion of the Transaction is subject to a number of
conditions, including but not limited to, the Canadian Securities
Exchange (the "CSE") and shareholder approval. Where
applicable, the Transaction cannot close until the required
shareholder approval is obtained. There can be no assurance that
the Transaction will be completed as proposed or at all.
The CSE has in no way passed upon the merits of the proposed
Transaction and has neither approved nor disapproved the contents
of this news release.
Trading in the Common Shares will remain halted pending the
review of the proposed Transaction by the CSE.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any securities in the United States. The securities to be issued
in connection with the Transaction, the Subscription Receipts, the
Common Shares, the Warrants and the Warrant Shares 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 in Regulation S promulgated under the U.S. Securities Act)
unless registered under the U.S. Securities Act and applicable
state securities laws or an exemption from such registration is
available.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This news release contains certain forward-looking statements,
including statements about the Company's completion of the
Transaction and resultant automatic exercise of the Subscription
Receipts, the use of the proceeds from the Private Placement, the
payment of finder's fees and the Company filing a material change
report, as well as its future plans and intentions. Wherever
possible, words such as "may", "will", "should", "could", "expect",
"plan", "intend", "anticipate", "believe", "estimate", "predict" or
"potential" or the negative or other variations of these words, or
similar words or phrases, have been used to identify these
forward-looking statements. These statements reflect management's
current beliefs and are based on information currently available to
management as at the date hereof.
Forward-looking statements involve significant risk,
uncertainties and assumptions. Many factors could cause actual
results, performance or achievements to differ materially from the
results discussed or implied in the forward-looking statements.
Such factors include, among other things: risks and uncertainties
relating to the Company's ability to complete the proposed
Transaction; and other risks and uncertainties. These factors
should be considered carefully and readers should not place undue
reliance on the forward-looking statements. Although the
forward-looking statements contained in this news release are based
upon what management believes to be reasonable assumptions, the
Company cannot assure readers that actual results will be
consistent with these forward-looking statements. These
forward-looking statements are made as of the date of this news
release, and the Company assumes no obligation to update or revise
them to reflect new events or circumstances, except as required by
law.
Gunther Roehlig
JKS Resources
Chief Executive Officer, President and Director
T: (604) 617-5421
Email: groehlig@gmail.com
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SOURCE JKS Resources Inc.