(DNI : TSX-Ven)(DG7 : Frankfurt)
Share Consolidation
TORONTO, Nov. 17, 2014 /CNW/ - DNI Metals Inc. (the
"Corporation" or "DNI") (DNI:TSX-Ven)(DG7:FSE) is pleased to
announce that it is proceeding with the consolidation of its common
shares (the "Common Shares") traded on TSX Venture Exchange (the
"TSXV") on the basis of a consolidation ratio of ten (10)
pre-consolidation Common Shares for one (1) post-consolidation
Common Share (the "Share Consolidation"). The purpose of the Share
Consolidation is to increase the share price and decrease the
number of issued and outstanding Common Shares to improve the
marketability of the Common Shares and better position the
Corporation for the future financing transactions and corporate
development opportunities.
The Share Consolidation was approved by the Corporation's Board
of Directors on November 17, 2014.
The Corporation is in the process of completing the necessary
filings with the TSXV to effect the Share Consolidation as soon as
the regulatory approvals have been obtained. Subject to approval of
the TSXV, the post-consolidation Common Shares are expected to
begin trading on the TSXV under the existing stock symbol "DNI" on
the TSXV. The Corporation will issue a future News Release
announcing the effective date of the Share Consolidation as soon as
the regulatory approvals are obtained.
Pursuant to the Share Consolidation, each ten (10) Common Shares
issued and outstanding on the effective date will automatically be
classified, without any action of the holder thereof, into one (1)
Common Share. The exercise or conversion price and the number of
Common Shares issuable under any of the Corporation's outstanding
warrants and stock options will be proportionately adjusted to
reflect the Share Consolidation in accordance with their respective
terms thereof. As a result of the Share Consolidation, the number
of issued and outstanding Common Shares will be reduced from
74,857,022 to 7,485,702. No fractional Common Shares will be issued
pursuant to the Share Consolidation. And any fractional shares that
would otherwise be issued will be rounded down or up to the nearest
whole number.
With respect to Share Consolidation, registered shareholders of
the Corporation will be receiving a letter of transmittal from
Computershare Investor Services Inc., the Corporation's Stock
Transfer Agent. The letter of transmittal will enable registered
shareholders to exchange their old share certificates representing
the pre-consolidation Common Shares by new share certificates
representing the post-consolidation Common Shares, in accordance
with the instructions set forth in the letter of transmittal. Until
surrendered, each share certificate representing the
pre-consolidation Common Shares will be deemed for all purposes to
represent the number of whole post-consolidation Common Shares to
which the holder is entitled as a result of the Share
Consolidation. Shareholders who hold their Common Shares through a
broker or other intermediary and do not have Common Shares
registered in their name, they will not need to complete a letter
of transmittal while the exchange will be completed by their broker
or intermediary.
On a post-consolidation basis, there will be 7,485,702 Common
Shares issued and outstanding shares before the contemplated
Private Placement.
Private Placement
The Corporation's Board of Directors also approved the filing
with TSXV of a Private Placement Notice Form allowing it to
complete a non-brokered private placement of up to 4,000,000 Common
Shares at a price of $0.15 per Common
Share for gross proceeds of $600,000.00 (the "Private Placement"). Subject to
TSXV conditional approval, this Private Placement will be done on a
post-consolidation basis.
In order to finance the Corporation pursuant to the Private
Placement, the Corporation's insiders are entitled to subscribe to
any Common Shares offered under the Private Placement (the
"Insiders' Participation"). The Insiders' Participation is exempt
from the formal valuation and shareholder approval requirements
provided under Regulation 61-101 respecting Protection of
Minority Holders in Special Transactions ("Regulation 61-101")
in accordance with sections 5.5(a) and 5.7(a) of said Regulation
61-101. The exemption is based on the fact that the market value of
the Insiders' Participation or the consideration paid by such
insider does not exceed 25% of the market value of the Corporation.
The Corporation did not file a material change report at least 21
days prior to the completion of the private placement since the
Insiders' Participation was not determined at that moment.
The use of Proceeds of the Private Placement will be for
corporate cash flow purposes.
Mr. Justin Fogarty has resigned
from the Board of Directors, for personal reasons. The
company would like to thank Justin for all his support.
Neither 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 release.
DNI - TSX Venture
DG7 - Frankfurt
Issued: 7,485,702 (on a post-consolidation basis)
We seek Safe Harbour. This announcement includes forward
looking statements. While these statements represent DNI's best
current judgment, they are subject to risks and uncertainties that
could cause actual results to vary, including risk factors listed
in DNI's Annual Information Form and its MD&As, all of which
are available from SEDAR and on its website.
SOURCE DNI Metals Inc.