THIS NEWS RELEASE IS NOT FOR
DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO UNITED
STATES NEWSWIRE SERVICES.
Troymet Exploration Corp.
(“Troymet”) (TSXV:TYE) is pleased to announce
that, subject to TSX Venture Exchange (“TSX
Venture”) acceptance, Troymet intends to complete: (i) a
$1,500,000 non-brokered private placement; and (ii) a consolidation
(the “Consolidation”) of the common shares in the
capital of Troymet (“Common Shares”) on the basis
of 10 pre-Consolidation Common Shares for 1 post-Consolidation
Common Share.
Private Placement
Troymet intends to complete a non-brokered
private placement for gross proceeds of up to a maximum of
$1,500,000 (the “Private Placement”) consisting of
a combination of post-Consolidation units of Troymet
(“Units”) issued at a price of $0.08 per Unit and
post-Consolidation Common Shares issued on a “CEE flow-through”
basis pursuant to the Income Tax Act (Canada) (“FT
Shares”) at a price of $0.10 per FT Share. Each Unit will
consist of one regular (non-flow-through) Common Share and one
Common Share purchase warrant (a “Warrant”). The
maximum amount of FT Shares that will be issued will be 10,000,000
FT Shares ($1,000,000). There is no maximum amount of Units that
will be issued, subject to the maximum $1,500,000 Private Placement
(18,750,000 Units if no FT Shares are purchased).
Each full Warrant is exercisable for three years
from closing (the “Warrant Expiry Date”)
into one regular (non-flow-through) post-Consolidation Common Share
at $0.15 per Common Share. At any time after four months after the
closing date, if the closing price of the Common Shares of Troymet
on the TSX Venture is equal to or exceeds $0.25 per Common Share
for any period of 10 consecutive trading days (whether or not
trading occurs on such days), then Troymet may, at it sole
option, within five business days following such 10-day period,
accelerate the Warrant Expiry Date by delivery of notice
(“Warrant Expiry Acceleration Notice”) to the
registered holders of Warrants and also issuing a Warrant
Acceleration News Release. In such case, the Warrant Expiry Date
shall be deemed to be 4:00 p.m. (Calgary time) on the 30th day
following the later of (the “Accelerated Expiry
Date”): (i) the date on which the Warrant
Acceleration Notice is sent to Warrant holders; and (ii) the date
of issuance of the Warrant Acceleration News Release. In such
instance, all Warrants that are not exercised prior to the
Accelerated Expiry Date will expire at 4:00 Calgary time on the
Accelerated Expiry Date.
A finder’s fee of up to 6% of the gross proceeds
of the Private Placement may be paid in cash or Common Shares on
all or any portion of this Private Placement. Additionally,
finder’s warrants, exercisable into Common Shares of Troymet, may
be issued in an amount up to 6% of the number of Units and FT
Shares sold under this Private Placement. Any such finder’s
warrants will be exercisable into Common Shares at a price of $0.08
per Common Share for a period of one year from the date of issuance
of the finder’s warrants.
Proceeds of the Private Placement are
anticipated to be used for Troymet’s exploration programs at its
British Columbia (Redhill and Golden Eagle) and Utah (Wildcat)
properties, and for general corporate purposes. Upon closing of the
private placement, Troymet plans to move directly to drilling
programs on the Redhill, Golden Eagle and Wildcat projects. Closing
of the Private Placement is anticipated to occur on or around
December 20, 2017.
All securities to be issued as part of the
Private Placement will be issued after the Consolidation and on a
post-Consolidation basis. It is not anticipated that any new
insiders will be created, nor that any change of control will
occur, as a result of the Private Placement. Any participation by
insiders of Troymet in the Private Placement will be on the same
terms as arm's length investors. There is no minimum aggregate
subscription amount for the Private Placement, but completion of
the Private Placement is subject to all regulatory approvals,
including the TSX Venture acceptance. The Private Placement will be
conducted in reliance upon certain prospectus and private placement
exemptions. The Private Placement may be completed in one or more
tranches and the securities issuable pursuant to the Private
Placement will be subject to a hold period expiring four months and
one day after the closing date. Troymet’s Common Shares have not
been and will not be registered under the U.S. Securities Act of
1933, as amended, and may not be offered or sold in the United
States absent registration or applicable exemptions from the
registration requirements. This news release does not constitute an
offer to sell or the solicitation of an offer to purchase nor shall
there be any sale of the Common Shares in any jurisdiction in which
such offer, solicitation or sale would be unlawful.
Share Consolidation
Conditional on the imminent closing of the
Private Placement, and immediately prior to the closing of the
Private Placement, Troymet intends to complete the Consolidation.
In the fall of 2016, the shareholders of Troymet approved a
special resolution authorizing the Consolidation, and the Board of
Directors of Troymet has resolved to effect the Consolidation,
subject to TSX Venture acceptance, in conjunction with the closing
of the Private Placement. Where the exchange results in a
fractional share, the number of Common Shares will be rounded to
the nearest whole Common Share. The record date for the
Consolidation will be set subsequent to the regulatory approvals
being obtained and Troymet being satisfied of the imminent closing
of the Private Placement.
Troymet currently has 121,856,225 Common Shares
issued and outstanding. After giving effect to the Consolidation,
assuming that the Private Placement is fully subscribed and only
Units are issued pursuant to the Private Placement (and no FT
Shares are issued), Troymet will have 30,935,623 Common Shares
outstanding. The number of outstanding Common Shares after the
Private Placement and the Consolidation will be 28,435,623 Common
Shares if the maximum 10,000,000 FT Shares are purchased and
6,250,000 Units are purchased to fill the remainder of the
$1,500,000 Private Placement.
Once implemented, the Consolidation will not
change Troymet’s authorized share capital and each shareholder will
hold the same percentage of Common Shares outstanding immediately
after the Consolidation as such shareholder held immediately prior
to the Consolidation (not including any dilution or effect from the
Private Placement). However, the exercise price and number of
Common Shares of Troymet issuable upon the exercise of outstanding
options and warrants will be proportionally adjusted upon the
implementation of the Consolidation in accordance with the terms of
such securities. Troymet’s name and trading symbol will not be
changed as a result of the Consolidation.
About Troymet Exploration
Corp.Troymet Exploration Corp. is a junior mining
exploration company with projects in British Columbia (Redhill and
Golden Eagle), Utah (Wildcat) and Manitoba (McClarty Lake). Troymet
operates the Wildcat, Redhill and Golden Eagle projects. Hudbay
Minerals Inc. is the operator of the McClarty Lake joint venture
and must contribute $1,151,052 in joint venture expenditures before
Troymet is required to fund its participating interest. Troymet
retains a 2% net smelter returns royalty (NSR) on the Key property,
British Columbia, which was sold to New Gold Inc. in 2013, and now
forms part of New Gold’s Blackwater gold-silver project.
TROYMET EXPLORATION CORP.
Kieran Downes, Ph.D., P.Geo.President, CEO &
Director
For further information,
contact:Investor Relations Tel: 250-729-0453Email:
info@troymet.com Website:
www.troymet.com 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 news
release. This news release contains certain
forward-looking information. All statements included herein, other
than statements of historical fact, are forward-looking information
and such information involves various risks and uncertainties. In
particular, this news release contains forward-looking information
in respect of: the Private Placement, including the potential
closing date of the Private Placement, the potential use of
proceeds of the Private Placement, including potential drilling on
Troymet’s projects, the potential outstanding Common Shares after
the Private Placement, depending on the distribution of Units or FT
Share purchased pursuant to the Private Placement, the potential
Accelerated Expiry Date of the Warrants and the potential finder’s
fees or finder’s warrants paid to any finders; and the
Consolidation, including the completion of the Consolidation which
is conditional upon the closing of the Private Placement. There can
be no assurance that such information will prove to be accurate,
and actual results and future events could differ materially from
those anticipated in such information. This forward-looking
information reflects Troymet's current beliefs and is based on
information currently available to Troymet and on assumptions
Troymet believes are reasonable. These assumptions include, but are
not limited to: the current share price of Troymet's Common Shares;
TSX Venture acceptance and market acceptance of the Private
Placement and the Consolidation; Troymet’s understanding of current
federal and provincial income tax legislation; Troymet’s current
and initial understanding and analysis of its projects and the
exploration required for such projects; the costs of exploration
and drilling on Troymet’s projects; Troymet's general and
administrative costs remaining constant; and the market acceptance
of Troymet's business strategy. Forward-looking information is
subject to known and unknown risks, uncertainties and other factors
which may cause the actual results, level of activity, performance
or achievements of Troymet to be materially different from those
expressed or implied by such forward-looking information. Such
risks and other factors may include, but are not limited to: the
early stage development of Troymet and its projects; general
business, economic, competitive, political and social
uncertainties; capital market conditions and market prices for
securities, junior market securities and mining exploration company
securities; commodity prices; the actual results of current
exploration and development or operational activities; competition;
changes in project parameters as plans continue to be refined;
accidents and other risks inherent in the mining industry; lack of
insurance; delay or failure to receive board or regulatory
approvals; changes in legislation, including environmental
legislation or income tax legislation, affecting Troymet; timing
and availability of external financing on acceptable terms;
conclusions of economic evaluations; and lack of qualified, skilled
labour or loss of key individuals. A description of other
assumptions used to develop such forward-looking information and a
description of other risk factors that may cause actual results to
differ materially from forward-looking information can be found in
Troymet's disclosure documents on the SEDAR website at
www.sedar.com. Troymet does not undertake to update any
forward-looking information except in accordance with applicable
securities laws.
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