/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, May 8, 2023
/CNW/ - Finlay Minerals Ltd. (TSXV: FYL) (OTCQB:
FYMNF) ("Finlay" or the "Company") is pleased to
announce that it plans to complete a non-brokered private placement
financing to raise aggregate gross proceeds of up to $500,000 (the "Private
Placement").
The Private Placement will consist of the issuance of: (i) up to
3,333,333 flow-through units ("FT Units") at a price of
$0.06 per FT Unit (the "FT Unit
Price"), with each FT Unit comprising one common share of the
Company which qualifies as a "flow-through share" within the
meaning of the Income Tax Act (Canada) and one-half of a non-flow-through
warrant (each whole warrant a "Unit Warrant"), and (ii) up to
6,000,000 non-flow through units ("NFT Units") at a price of
$0.05 per NFT Unit (the "NFT Unit
Price"), with each NFT Unit comprising one non-flow-through
common share of the Company and one-half of a Unit Warrant.
Each whole Unit Warrant will entitle the holder thereof to
acquire one additional non-flow-through common share of the Company
(a "Warrant Share") at an exercise price of $0.10 per Warrant Share for a period of
twenty-four months from the closing of the Private Placement.
The Private Placement is expected to close on or about
May 26, 2023.
The Company also advises that a director of the Company has
agreed to subscribe for and purchase from the Company all of the FT
and NFT Units under the Private Placement that are not acquired by
other investors. The Private Placement issuance to this
director will constitute a "related party transaction" within the
meaning of Policy 5.9 of the TSX Venture Exchange ("TSX-V")
and Multilateral Instrument 61-101 - Protection of Minority
Security Holders in Special Transactions ("MI
61-101") as a result of the subscriber being a director of the
Company.
Related party transactions require a formal valuation and
minority shareholder approval unless exemptions from these
requirements are available. The Company is relying on the
exemption from the formal valuation requirement in section 5.5(b)
of MI 61-101 (as a result of its common shares being listed on the
TSX-V) and the exemption from the minority approval requirement in
section 5.7(1)(b) of MI 61-101 (as neither the fair market value of
the FT and NFT Units to be distributed to, nor the consideration to
be paid by the director will exceed $2,500,000). The Private Placement has been
unanimously approved by the independent directors of the Company,
with the subscribing director abstaining from voting.
The Private Placement is subject to certain conditions,
including, but not limited to, receipt of all necessary approvals,
including the approval of the TSX-V. No finder's fees will be
paid in respect of the portion of the financing purchased by any of
the directors of the Company. However, the Company may pay a
finder's fees in cash on portions of the Private Placement
purchased by arm's length investors, in accordance with the rules
and policies of the TSX-V. All securities issued in the
Private Placement will be subject to a hold period pursuant to
applicable Canadian securities laws ending four months and one day
after issuance.
The net proceeds from the Private Placement will be used to fund
continued targeting and exploration work on the Company's Silver
Hope and ATTY Properties, as well as for working capital
purposes. The planned work on the Silver Hope will include
the retention of ALS Goldspot Discoveries for geoscience and data
science review of existing and upcoming data on the property. The
review will be conducted on a regional property scale outside and
including the Main Zone and the West Horizon copper-molybdenum
(Cu-Mo) porphyry. ALS Goldspot Discoveries is a technology
consultancy that leverages machine learning in developing
exploration targets.
Finlay's 100%-owned Silver Hope property covers 213.11
km2 of ground surrounding the past-producing Equity
Silver Mine in the prospective Skeena Arch region of central B.C.
Silver Hope contains the Main Trend which is a greater than 2km
copper-silver-gold (Cu-Ag-Au) mineralized trend with mineralization
starting at surface. Next to the Main Trend is the West
Horizon Cu-Mo Porphyry target which is mineralized starting from
surface. The Property hosts a network of forestry roads and trails
and has year-round access from Houston,
BC.
Finlay's 100%-owned ATTY property covers 44.98 km2 of
sub-alpine terrain in the southern Toodoggone region. The
Toodoggone is a northwest-trending belt of Triassic to Jurassic arc
terranes that hosts numerous significant porphyry Cu-Au ± Ag and
associated epithermal Au-Ag deposits. The ATTY Property is situated
in between Centerra Gold's Kemess Property and the Amarc - Freeport
McMoRan joint ventured Joy Property. The ATTY Property hosts the
KEM target which has similarities to the Kemess North Trend which
hosts the Kemess Underground and Kemess East deposits.
The securities being offered will not be registered under the
United States Securities Act of 1933, as amended and may not be
offered or sold within the United
States absent registration or an exemption from the
registration requirements. This news release does not constitute an
offer to sell or a solicitation of an offer to buy any of the
securities in the United
States.
Qualified Person:
Wade Barnes, P. Geo. and Vice
President, Exploration for Finlay and a qualified person as defined
by National Instrument 43-101, has approved the technical content
of this news release.
About Finlay Minerals
Ltd.
Finlay is a TSXV company focused on exploration for base and
precious metal deposits in northern British Columbia.
Finlay trades under the symbol "FYL" on the TSXV and under the
symbol "FYMNF" on the OTCQB. For further information and details,
please visit the Company's website at www.finlayminerals.com
On behalf of the Board of Directors,
Robert F. Brown, P. Eng.
President & CEO
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.
Forward-Looking Information: This news
release includes certain "forward-looking information" and
"forward-looking statements" (collectively, "forward-looking
statements") within the meaning of applicable Canadian
securities legislation, including statements with respect to the
planned completion of the Private Placement, and the use of
proceeds thereof. All statements in this news release that address
events or developments that we expect to occur in the future are
forward-looking statements. Forward-looking statements are
statements that are not historical facts and are generally,
although not always, identified by words such as "expect", "plan",
"anticipate", "project", "target", "potential", "schedule",
"forecast", "budget", "estimate", "intend" or "believe" and similar
expressions or their negative connotations, or that events or
conditions "will", "would", "may", "could", "should" or "might"
occur. All such forward-looking statements are based on the
opinions and estimates of management as of the date such statements
are made. Although Finlay 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 or developments may differ
materially from those forward-looking statements. Factors that
could cause actual results to differ materially from those in
forward-looking statements include market prices, exploration
results, availability of capital and financing and general
economic, market or business conditions, and the other risk factors
described in Finlay's filings with Canadian securities regulators
on SEDAR at www.sedar.com. These forward-looking statements are
based on a number of assumptions including, among other things,
assumptions regarding general business and economic conditions, the
timing and receipt of regulatory and governmental approvals, the
ability of Finlay and other parties to satisfy stock exchange and
other regulatory requirements in a timely manner, the availability
of financing for Finlay's proposed transactions and programs on
reasonable terms, and the ability of third-party service providers
to deliver services in a timely manner. Investors are cautioned
that any such statements are not guarantees of future performance
and actual results or developments may differ materially from those
projected in the forward-looking statements. Finlay does not assume
any obligation to update or revise its forward-looking statements,
whether as a result of new information, future or otherwise, except
as required by applicable law.
SOURCE Finlay Minerals Ltd.
