/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES./
ROAD TOWN, TORTOLA, British Virgin
Islands, Aug. 13, 2019 /CNW/ -
Talon Metals Corp. (TSX: TLO) ("Talon" or the "Corporation") is
pleased to announce that it has filed a preliminary short form
prospectus (the "Preliminary Prospectus") in connection with an
overnight marketed public offering (the "Offering") of common
shares (the "Common Shares"), for anticipated aggregate gross
proceeds of up to approximately $10
million. It is anticipated that the offering price of the
Common Shares will be $0.17 per
Common Share.
The Offering is being conducted by a syndicate of underwriters
(the "Underwriters"), co-led by Paradigm Capital Inc. and Canaccord
Genuity Corp. The Preliminary Prospectus was filed in each of the
provinces of Canada, other than
the Province of Québec.
The Offering will be made pursuant to the terms of an
underwriting agreement (the "Underwriting Agreement") to be entered
into between the Corporation and the Underwriters. The Underwriting
Agreement will provide that the Corporation will grant the
Underwriters an option (the "Over-Allotment Option") to purchase up
to a number of additional Common Shares equal to 15% of the Common
Shares sold pursuant to the Offering, exercisable in whole or in
part at any time up to 30 days after and including the closing date
of the Offering.
The Corporation intends to use the net proceeds from the
Offering for advancing work related to its planned exploration and
development program at the Tamarack North Project in Minnesota, and for general working capital
purposes.
Resource Capital Fund VI L.P. ("RCF") has advised the
Corporation that it intends to acquire approximately 20.0% of the
Common Shares sold pursuant to the Offering. RCF is the largest
shareholder of the Corporation and currently owns 227,196,154
Common Shares representing approximately 53% of the outstanding
Common Shares.
The Offering is expected to close on or about August 29, 2019 and is subject to certain
conditions including, but not limited to, the receipt of all
necessary approvals, including the approval of the Toronto Stock
Exchange (the "TSX"), and the entering into of the Underwriting
Agreement.
The 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 an applicable exemption from the
registration requirements. This news release shall not constitute
an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of the Common Shares in any jurisdiction in which
such offer, solicitation or sale would be unlawful.
About Talon
Talon is a TSX-listed company focused on producing nickel
responsibly for the electric vehicles industry. The
high-grade Tamarack Ni-Cu-Co Project is located in Minnesota, USA (which comprises the Tamarack
North Project and the Tamarack South Project). The
Corporation has a well-qualified exploration and mine management
team with extensive experience in project management.
Forward-Looking Statements
This news release contains certain "forward-looking statements".
All statements, other than statements of historical fact that
address activities, events or developments that the Corporation
believes, expects or anticipates will or may occur in the future
are forward-looking statements. These forward-looking statements
reflect the current expectations or beliefs of the Corporation
based on information currently available to the Corporation. Such
forward-looking statements include statements relating to the
anticipated pricing and size of the Offering, the anticipated
closing date of the Offering, the anticipated use of the net
proceeds from the Offering, the intention of RCF to acquire Common
Shares pursuant to the Offering, the entering into of the
Underwriting Agreement and the receipt of all necessary approvals,
including the approval of the TSX. Forward-looking statements are
subject to significant risks and uncertainties and other factors
that could cause the actual results to differ materially from those
discussed in the forward-looking statements, and even if such
actual results are realized or substantially realized, there can be
no assurance that they will have the expected consequences to, or
effects on the Corporation.
Any forward-looking statement speaks only as of the date on
which it is made and, except as may be required by applicable
securities laws, the Corporation disclaims any intent or obligation
to update any forward-looking statement, whether as a result of new
information, future events or results or otherwise. Although the
Corporation believes that the assumptions inherent in the
forward-looking statements are reasonable, forward-looking
statements are not guarantees of future performance and accordingly
undue reliance should not be put on such statements due to the
inherent uncertainty therein.
SOURCE Talon Metals Corp.