/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
TORONTO, Feb. 9, 2023
/CNW/ - Global Atomic Corporation ("Global Atomic" or the
"Company") (TSX: GLO), (FRANKFURT: G12) is pleased to announce
that it has filed a final short form prospectus with the securities
regulatory authorities in each of the provinces of Canada (other than Québec) in relation to its
previously announced overnight marketed public offering (the
"Offering") of units of the Company (the "Units").
Pursuant to the underwriting agreement between the Company and
Red Cloud Securities Inc., as lead underwriter and sole bookrunner,
and Cormark Securities Inc. (together, the "Underwriters"), the
Underwriters have agreed to purchase 28,571,430 Units at a price of
C$3.50 per Unit for aggregate gross
proceeds of C$100,000,005.
Each Unit will consist of one common share of the Company (each,
a "Common Share") and one half of one Common Share purchase warrant
(each whole warrant, a "Warrant"). Each Warrant will be exercisable
for one Common Share (each, a "Warrant Share") at a price of
C$4.40 per Warrant Share (the
"Offering Price") at any time for a period of 36 months following
the closing of the Offering.
The Company has granted the Underwriters an option, exercisable
in whole or in part, at the sole discretion of the Underwriters, at
any time for a period of 30 days from and including the closing of
the Offering, to purchase from the Company for resale up to an
additional 15% of the number of Units sold under the Offering, on
the same terms and conditions of the Offering to cover
over-allotments, if any, and for market stabilization purposes (the
"Over-Allotment Option"). In the event the Over-Allotment Option is
exercised in full, the aggregate gross proceeds of the Offering to
the Company will be approximately C$115
million.
The Company intends to use the net proceeds raised from the
Offering to fund a portion of the capital costs required to advance
the Company's Dasa Project in the Republic of Niger to commercial production and for general
working capital purposes. Please refer to the Company's press
release dated January 9, 2023 that
outlines its plans for the Dasa Project in 2023.
As consideration for their services in connection with the
Offering, the Underwriters will receive consideration comprised of
(i) a cash fee equal to 5% of the gross proceeds of the Offering,
including gross proceeds, if any, received from the exercise of the
Over-Allotment Option and (ii) Underwriters broker warrants (the
"Broker Warrants") to purchase up to 3% of the number of Units sold
in the Offering, including any additional Units issued upon the
Underwriter's exercise of the Over-Allotment Option. Each
Underwriter's Warrant will entitle the holder thereof to purchase
one Unit at an exercise price equal to the Offering Price for 36
months from the Closing Date.
The Offering is expected to close on February 16, 2023 or such other date as the
Company and the Underwriters may agree (the "Closing Date").
Closing of the Offering is subject to customary closing conditions,
including, but not limited to, the receipt of all necessary
regulatory approvals, including the approval of the securities
regulatory authorities and the Toronto Stock Exchange. There can be
no assurance as to whether or when the Offering will be
completed.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy 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 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) unless registered
under the U.S. Securities Act and applicable state securities laws
or an exemption from such registration is available.
About Global Atomic
Global Atomic Corporation (www.globalatomiccorp.com) is a
publicly listed company that provides a unique combination of
high-grade uranium mine development and cash-flowing zinc
concentrate production.
The Company's Uranium Division includes four deposits with the
flagship project being the large, high-grade Dasa Project,
discovered in 2010 by Global Atomic geologists through grassroots
field exploration. With the issuance of the Dasa Mining
Permit and an Environmental Compliance Certificate by the Republic
of Niger, the Dasa Project is
fully permitted for commercial production. The Phase 1
Feasibility Study for Dasa was filed in December 2021 and estimates yellowcake delivery
to utilities to commence in 2025. Mine excavation began in Q1
2022.
Global Atomic's Base Metals Division holds a 49% interest in the
Befesa Silvermet Turkey, S.L. (BST) Joint Venture, which operates a
modern zinc production plant, located in Iskenderun, Turkey. The plant recovers zinc from Electric
Arc Furnace Dust (EAFD) to produce a high-grade zinc oxide
concentrate which is sold to zinc smelters around the world. The
Company's joint venture partner, Befesa Zinc S.A.U. (Befesa) holds
a 51% interest in and is the operator of the BST Joint Venture.
Befesa is a market leader in EAFD recycling, with approximately 50%
of the European EAFD market and facilities located throughout
Europe, Asia and the United
States of America.
The information in this release may contain forward-looking
information under applicable securities laws. Forward-looking
information includes, but is not limited to: statements with
respect to the completion of the Offering and the timing and
over-allotment in respect thereof, the aggregate gross proceeds of
the Offering, the use of proceeds of the Offering, the
consideration received by the Underwriters, the timely
receipt of all necessary approvals, including the approval of the
Toronto Stock Exchange, and Global Atomic's development potential
and timetable of its operations, development and exploration
assets. Generally, forward-looking statements can be identified by
the use of forward-looking terminology such as "plans", "is
expected", "estimates", "scheduled" and variations of such words
and phrases or statements that certain actions, events or results
"could", "would", "might", "will be taken", "will begin", "will
include", "are expected", "occur" or "be achieved". All information
contained in this news release, other than statements of current or
historical fact, is forward-looking information. Statements of
forward-looking information are subject to known and unknown risks,
uncertainties and other factors that may cause the actual results,
level of activity, performance or achievements of Global Atomic to
be materially different from those expressed or implied by such
forward-looking statements, including but not limited to Global
Atomic's ability to raise additional funds on satisfactory terms to
the Company; the future price of uranium; the estimation of mineral
reserves and resources; the completion and timing of an updated
mineral resource estimate; conclusions of economic evaluation; the
realization of mineral reserve estimates; the timing and amount of
estimated future production, development and exploration; impacts
of third-parties and Government policies on the Company's
operations; cost of future activities; capital and operating
expenditures; success of exploration activities; mining or
processing issues; currency exchange rates; government regulation
of mining operations; and environmental and permitting risks those
risks described in the annual information form of Global Atomic and
in its public documents filed on SEDAR from time to time.
Forward-looking statements are based on the opinions and
estimates of management at the date such statements are made.
Although management of Global Atomic has attempted to identify
important factors that could cause actual results to be materially
different from those forward-looking statements, there may be other
factors that cause results not to be as anticipated, estimated or
intended. 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. Accordingly,
readers should not place undue reliance upon forward-looking
statements. Global Atomic does not undertake to update any
forward-looking statements, except in accordance with applicable
securities law. Readers should also review the risks and
uncertainties sections of Global Atomics' annual and interim
MD&As.
The Toronto Stock Exchange has not reviewed and does not accept
responsibility for the adequacy and accuracy of this news
release.
SOURCE Global Atomic Corporation