/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, May 30, 2023
/CNW/ - Finlay Minerals Ltd. (TSXV: FYL) ("Finlay" or
the "Company") is pleased to announce that, further to the
Company's news release dated May 8,
2023, the Company has closed, subject to receipt of final
approval from the TSX Venture Exchange ("TSX-V"), its
private placement financing for total proceeds of $550,000 (the "Private Placement").
The Private Placement consisted of the issuance of: (i)
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) 7,000,000
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 entitles 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.
All securities issued under the Private Placement are subject to
a four-month hold period expiring on September 30, 2023. The Company paid no finder's
fees.
The Company expects to use the proceeds raised from the Private
Placement to continue its work on its Silver Hope and ATTY
Properties and for working capital.
In connection with the Private Placement, Ilona B. Lindsay ("Ms. Lindsay"), a
director and officer of the Company, purchased a total of 3,333,333
FT Units and 6,000,000 NFT units. The issuance of such FT and NFT
Units to Ms. Lindsay constitutes a "related party transaction"
within the meaning of Policy 5.9 of the TSX-V and Multilateral
Instrument 61-101 - Protection of Minority Security Holders in
Special Transactions ("MI 61-101") as a result of
Ms. Lindsay being a director, officer and an insider (as defined
under applicable securities laws) of the Company. 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 total FT and NFT Units distributed to Ms.
Lindsay pursuant to the Private Placement, nor the consideration
paid by Ms. Lindsay, exceeded $2,500,000).
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.
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
use of the private placement proceeds. 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.
