Aston Bay Holdings Announces Closing of First Tranche of Private Placement
November 08 2013 - 4:25PM
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Vancouver, British Columbia - November 8, 2013 - Aston Bay Holdings Ltd. (TSX-V:
BAY) ("Aston Bay" or the "Company") is pleased to announce that it
has closed the first tranche of its
non-brokered private placement, subsequent to its news releases of
October 15, 2013 and October 30, 2013.
Pursuant
to this first tranche of the offering (the "Offering"), the Company
has issued a total of 52 non-flow-through units (the "NFT Units")
at a price of $3,000 per NFT Unit, for gross proceeds of $156,000.
Each NFT Unit consists of 20,000 non-flow-through common shares of
the Company (the "NFT Shares") priced at $0.15 and 10,000 Warrants.
Each Warrant entitles the holder to acquire an additional NFT Share
at a price of $0.30 per NFT Share until November 8, 2015, subject
to accelerated expiry in certain circumstances. No finder's fees
were paid in connection with closing of this first tranche of the
Offering.
Up to 100
flow-through units of Aston Bay (the "FT Units") at a price of
$2,750 per FT Unit continue to be available as part of the
Offering, for additional gross proceeds of up to $275,000. Each FT
Unit will consist of 10,000 flow-through common shares ("FT
Shares") priced at $0.20 per FT Share, 5,000 non-flow-through
common shares priced at $0.15 per NFT Share and 5,000 warrants.
Each Warrant will entitle the FT Unit holder to acquire an
additional NFT Share at a price of $0.30 per NFT Share for a period
of two years from the date of issuance, subject to accelerated
expiry in certain circumstances.
Proceeds
of this Offering will be used for advancing the Storm Copper and
Seal Zinc Projects and for general corporate purposes.
Certain
directors, officers and other insiders of the Company participated
in the first tranche of the Offering, having purchased 36 NFT
Units, constituting related party transactions pursuant to TSX
Venture Exchange Policy 5.9 and Multilateral Instrument 61-101
- Protection of Minority
Security Holders in Special Transactions ("MI
61-101"). The Company relied on Section 5.5(a) of MI 61-101 for an
exemption from the formal valuation requirement and Section
5.7(1)(a) of MI 61-101 for an exemption from the minority
shareholder approval requirement of MI 61-101 as the fair market
value of the transaction insofar as the transaction involved
interested parties did not exceed 25% of the Company's market
capitalization.
All
shares acquired by the placees in the first tranche of the
Offering, and shares which may be acquired upon the exercise of the
Warrants, will be subject to a hold period until March 9, 2014, in
accordance with applicable Canadian securities
legislation.
Following
closing of this first tranche of the Offering, the Company
has 24,895,000
common shares issued and outstanding.
About Aston Bay Holdings
Aston Bay
Holdings Ltd. (TSX-V: BAY) is a publicly traded mineral exploration
company focused on the 345,033 acre Storm Property located on
northwest Somerset Island, Nunavut. The property hosts the Storm
Copper and Seal Zinc prospects. Aston Bay holds the right to earn
or buy up to a 100% undivided interest in the Storm Property from
Commander Resources Ltd. (TSX-V: CMD).
On behalf
of the Board of Directors,
Benjamin
Cox, Chief Executive Officer
Telephone: (360) 262-6969
For
further information about Aston Bay Holdings Ltd. or this news
release, please visit our website at
www.astonbayholdings.com.
Neither the TSX Venture Exchange Inc. 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 release.
This news release contains certain statements
that may be deemed "forward-looking statements". Forward-looking
statements are statements that are not historical facts and are
generally, but not always, identified by the words "expects",
"plans", "anticipates", "believes", "intends", "estimates",
"projects", "potential" and similar expressions, or that events or
conditions "will", "would", "may", "could" or "should" occur.
Although the Company believes the expectations expressed in such
forward-looking statements are based on reasonable assumptions,
such statements are not guarantees of future performance and actual
results may differ materially from those in forward-looking
statements. Forward-looking statements are based on the beliefs,
estimates and opinions of the Company's management on the date the
statements are made. Except as required by law, the Company
undertakes no obligation to update these forward-looking statements
in the event that management's beliefs, estimates or opinions, or
other factors, should change.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE
CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE
SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES
HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS,
AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S.
PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.
THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN
THE UNITED STATES OR TO U.S. NEWS AGENCIES
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