TSX: TML
OTCQX: TSRMF
TORONTO, July 7, 2020 /PRNewswire/ - Treasury Metals
Inc. (TSX: TML) ("Treasury" or the "Company") is
pleased to announce that the Company has closed a $11.52 million bought deal private placement (the
"Offering") of 32,000,000 subscription receipts (the
"Subscription Receipts") at a price of $0.36 per Subscription Receipt (the "Issue
Price"). The Offering was led by Haywood Securities Inc.,
and included PI Financial Corp., Sprott Capital Partners LP, and
Canaccord Genuity Corp. (collectively, the
"Underwriters").
Greg Ferron, CEO of Treasury,
stated: "Completion of this financing comes at a transformational
time for shareholders as we positively integrate the Goldlund gold
project into our development timeline. The proceeds from the
financing will fund the completion of a combined Goliath-Goldlund
economic study expected within 2020, advance key engineering and
environmental baseline data on Goldlund, and complete 25,000 metres
of infill and expansion drilling program on the combined
projects."
The Offering was completed in connection with the Company's
previously announced transaction (the Transaction") wherein
Treasury will acquire all of the outstanding common shares of
Tamaka Gold Corporation, a wholly owned subsidiary of First Mining
Gold Corp., which holds a 100% interest in the Goldlund Gold
Project ("Goldlund"), located immediately adjacent to
Treasury's Goliath Gold Project ("Goliath") in Northwestern Ontario. Please refer to the
Company's press release dated June 3,
2020 for further information regarding the Transaction. It
is currently anticipated that the Transaction will close in early
August.
The Subscription Receipts were issued pursuant to a subscription
receipt agreement (the "Subscription Receipt Agreement")
entered into by the Company, the Underwriters, and TSX Trust
Company as subscription receipt agent. Pursuant to the Subscription
Receipt Agreement, the gross proceeds from the Offering (less 50%
of the Underwriters' cash commission and all of the Underwriters'
expenses) (the "Escrowed Funds") will be held in escrow
pending satisfaction of certain conditions, including, amongst
others, (a) the satisfaction or waiver of each of the conditions
precedent to the Transaction; and (b) the receipt of all required
shareholder and regulatory approvals in connection with the
Transaction and the Offering ("Escrow Release Conditions").
If the Escrow Release Conditions have not been satisfied on or
prior to the date that is 90 days after the closing date of the
Offering, the holders of Subscription Receipts will receive a cash
amount equal to the Issue Price of the Subscription Receipts and
any interest that has been earned on the Escrowed Funds.
The Company has agreed to use its commercially reasonable
efforts to obtain a receipt from the Ontario Securities Commission
(the "OSC") on behalf of the applicable provincial
securities regulatory authorities (the "Securities
Commissions") for a (final) prospectus (the "Qualifying
Prospectus") qualifying the distribution of the common shares
of the Company ("Common Shares") and Warrants (as defined
herein) underlying the units issuable upon conversion of the
Subscription Receipts and the Underwriters' compensation options
("Compensation Options") issuable upon conversion of the
Underwriters' compensation option receipts (the "Compensation
Option Receipts") by 5:00
p.m. (Toronto time) on
August 18, 2020 (the
"Qualification Deadline").
Pursuant to the terms of the Subscription Receipt Agreement,
each Subscription Receipt shall automatically convert into one unit
(a "Unit") or one Penalty Unit (as defined below), as
applicable, for no additional consideration, upon the later of (the
"Automatic Conversion Date"):
- the date when the Escrowed Funds are released; and
- the date which is the earlier of:
-
- four months and one day after the closing of the Offering;
and
- the second business day following the filing of the Qualifying
Prospectus.
Each Unit will be comprised of one Common Share plus
one-half of one Common Share purchase warrant (each whole such
purchase warrant, a "Warrant"), with each Warrant entitling
the holder thereof to acquire one Common Share at a price of
$0.60 for a period of 24 months from
the Automatic Conversion Date (the "Expiry Date"). If, after
the Automatic Conversion Date and before the Expiry Date, the
closing price of the Common Shares on the Toronto Stock Exchange
("TSX") is equal to or greater than $1.00 per Common Share for a period of twenty
(20) consecutive trading days during the exercise period, the
Company may elect to accelerate the expiry date of the Warrants to
a date that is not less than 30 calendar days from the date when
written notice is delivered to the Warrant holders.
In the event the Company has not received a receipt from the OSC
on behalf of the Securities Commissions for the Qualifying
Prospectus before the Qualification Deadline, each Subscription
Receipt will thereafter entitle the holder to receive upon the
conversion thereof, for no additional consideration, one penalty
unit (a "Penalty Unit"), each Penalty Unit to be comprised
of 1.1 Common Shares and 0.55 of a Warrant.
The net proceeds of the Offering will be used for the
exploration and development of the Goliath and Goldlund projects,
and for general corporate purposes.
The Offering constituted a related party transaction within the
meaning of Multilateral Instrument 61-101 ("MI 61-101") as
an insider of the Company subscribed for an aggregate of 90,000
Subscription Receipts. The Company is relying on the 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, as the fair market value of the participation in the
Offering by insiders does not exceed 25% of the market
capitalization of the Company, as determined in accordance with MI
61-101. The participants in the Offering and the extent of such
participation were not finalized until shortly prior to the
completion of the Offering. Accordingly, the Company was not able
to publicly disclose details of the nature and extent of related
party participation in the Offering pursuant to a material change
report filed at least 21 days prior to the completion of the
Offering.
The Subscription Receipts issued under the Offering were offered
by way of private placement exemptions in all the provinces of
Canada except Québec and in
the United States on a private
placement basis pursuant to exemptions from the registration
requirements of the United States Securities Act of 1933, as
amended. The Subscription Receipts, Compensation Option Receipts
and the Common Shares and Warrants underlying the Subscription
Receipts and the Compensation Options underlying the Compensation
Option Receipts are subject to a statutory four-month hold period
in accordance with Canadian securities legislation, subject to
qualification of the Warrants, Common Shares and Compensation
Options under the Qualifying Prospectus.
The Offering was conditionally approved by the TSX on
July 6, 2020. Closing of the
Transaction remains subject to certain regulatory approvals
including approval of the TSX and the shareholders of
Treasury.
To view further details about the Transaction and the Goliath
and Goldlund projects, please visit the Company's website at
www.treasurymetals.com.
The securities referred to in this news release have not
been, nor will they be, registered under the United States
Securities Act of 1933, as amended, and may not be offered or sold
within the United States or to, or
for the account or benefit of, U.S. persons absent U.S.
registration or an applicable exemption from the U.S. registration
requirements. This news release does not constitute an offer for
sale of securities, nor a solicitation for offers to buy any
securities. Any public offering of securities in the United States must be made by means of a
prospectus containing detailed information about the company and
management, as well as financial statements.
About Treasury Metals Inc.
Treasury Metals Inc. is a gold focused company with assets in
Canada and is listed on the TSX
under the symbol "TML" and on the OTCQX® Best Market under the
symbol TSRMF. Treasury's flagship Goliath Gold Project is located
in Northwestern Ontario. The
project benefits substantially from excellent access to the
Trans-Canada Highway, related power and rail infrastructure, and
close proximity to several communities including Dryden, Ontario. Treasury plans on the initial
development of an open pit gold mine with subsequent underground
operations. The Company also owns several other projects throughout
Canada, including Lara
Polymetallic Project, Weebigee Gold Project, and grassroots gold
exploration properties Gold Rock/Thunder Cloud and Shining Tree
properties.
Forward-Looking Statements
Certain information set forth in this news release contains
"forward-looking statements", and "forward-looking information
under applicable securities laws. Except for statements of
historical fact, certain information contained herein constitutes
forward-looking statements, which include expectations about the
timing and completion of the Transaction, the use of proceeds from
the Offering, the satisfaction of the Escrow Release Conditions and
management's expectations with respect to the Offering and the
Transaction, the issuance of a receipt for a Qualifying Prospectus,
the necessary approvals for the Offering including the approval of
the TSX and shareholders of Treasury and are based on the Company's
current internal expectations, estimates, projections, assumptions
and beliefs, which may prove to be incorrect. Some of the
forward-looking statements may be identified by the use of
conditional or future tenses or by the use of such words such as
"will", "expects", "may", "should", "estimates", "anticipates",
"believes", "projects", "plans", and similar expressions, including
variations thereof and negative forms. These statements are not
guarantees of future performance and undue reliance should not be
placed on them.
Such forward-looking statements necessarily involve known and
unknown risks and uncertainties, which may cause the Company's
actual performance and financial results in future periods to
differ materially from any projections of future performance or
results expressed or implied by such forward-looking statements.
These risks and uncertainties include, but are not limited to:
risks and uncertainties relating to the completion of the
Transaction and the Offering as described herein, the ability of
the Company to satisfy all Escrow Release Conditions, obtaining
necessary TSX and Treasury shareholder approval of the Offering in
connection with the Transaction and management's ability to
anticipate and manage the foregoing factors and risks. There can be
no assurance that forward-looking statements will prove to be
accurate, and actual results and future events could differ
materially from those anticipated in such statements. The Company
undertakes no obligation to update forward-looking statements if
circumstances or management's estimates or opinions should change
except as required by applicable securities laws. The reader is
cautioned not to place undue reliance on forward-looking
statements. The Company disclaims any intention or obligation to
update or revise any forward-looking statement, whether as a result
of new information, future events or otherwise, except to the
extent required by securities legislation.
Neither the TSX nor its Regulation Services Provider (as that
term is defined in the policies of the TSX) accepts responsibility
for the adequacy or accuracy of this release.
View original
content:http://www.prnewswire.com/news-releases/treasury-metals-closes-over-subscribed-11-5-million-bought-deal-financing-301089497.html
SOURCE Treasury Metals Inc.