JERSEY, UK, April 26, 2018 /CNW/ -
Tethyan Resources plc (TSXV: TETH) (the
"Company"or "Tethyan") is pleased to announce that it
has received the support of two significant stakeholders, Southern
Arc Minerals Inc. ("Southern Arc") and Dr. Michael Andrews, who have agreed to accept units
of the Company in consideration for the aggregate C$1,012,500 which they have advanced to Tethyan.
The units will have the same terms as the recently completed
private placement. Each unit will consist of one ordinary
share and one-half of one transferable share purchase warrant of
the Company. Each whole warrant will be exercisable into one
ordinary share of the Company at an exercise price of C$0.35 per share for a period of three years from
the date of issuance. Southern Arc would receive 1,600,000 units
and Dr. Andrews would receive 2,450,000 units on completion of the
transaction.
The issuance of the units is subject to TSX Venture Exchange
acceptance, shareholder approval of the Company's proposed increase
to its authorized capital and completion of the acquisition of Taor
D.O.O., previously announced on February 14,
2018 and March 20, 2018 (the
"Taor Acquisition"). Southern Arc and Dr. Andrews would
have participated in the recently completed private placement, but
it was oversubscribed and priority was given to arm's length
parties who participated in the financing. The upcoming
shareholder vote and closing of the Taor Acquisition, if
successfully completed, will increase both Tethyan's authorized,
and issued and outstanding capital which is required in order for
Southern Arc and Dr. Andrews to receive these units.
If completed, the transaction would be considered a "related
party transaction" pursuant to Multilateral Instrument 61-101
Protection of Minority Security Holders in Special
Transaction ("MI 61-101"). The Company has
determined that exemptions from the formal valuation and minority
shareholder approval requirements of MI 61-101 are available for
the related party transaction pursuant to Section 5.5(a) and
Section 5.7(1)(a) of MI 61-101 on the basis that the fair market
value of the transaction involving Southern Arc and Dr. Andrews
will not be more than 25% of the Company's market
capitalization.
Fabian Baker, CEO of the Company,
stated, "The support of Southern Arc and Dr. Andrews is a strong
signal of confidence from significant shareholders in the future
prospects of the Company as we focus on the advancement of the
Rudnitza copper-gold porphyry prospect, the Company's planned
acquisition of the Serbian company Taor D.O.O., and the completion
of a scout drill program within the Taor exploration licenses."
Tethyan has mailed the notice of meeting, management information
circular and proxy materials to the shareholders of record as of
April 13, 2018 in connection with its
General and Special Meeting at which shareholders will be asked to
approve the increase in authorized capital and the Taor
Acquisition. The meeting will be held at the offices of Memery
Crystal LLP, 165 Fleet Street, London EC4A 2D, on Friday, May 18, 2018, at 12:00 p.m. (London time), as previously announced on
March 28, 2018.
About Tethyan
Tethyan Resources plc is a gold and base metal mineral
exploration company incorporated in England & Wales. Tethyan is focused on the Tethyan
Metallogenic Belt in Eastern
Europe, mainly Serbia, where it is acquiring and exploring a
portfolio of quality precious and base metals projects with known
mineralisation and compelling drill targets. Tethyan emphasises
responsible engagement with local communities and stakeholders, and
is committed to proactively implementing Good International
Industry Practice (GIIP) and sustainable health, safety and
environmental management. More information can be found on our
website: www.tethyan-resources.com.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as such term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Certain information contained herein constitutes
"forward-looking information" under Canadian securities
legislation. Forward-looking information includes, but is not
limited to, statements with respect to the outcome of the
shareholder vote, the closing of the Taor Acquisition and the
issuance of units to Southern Arc or Dr. Andrews. Generally,
forward-looking information can be identified by the use of
forward-looking terminology and phrases or statements that certain
actions, events or results "will" occur. Forward-looking statements
are based on the opinions and estimates of management as of the
date such statements are made and they are subject to known and
unknown risks, uncertainties and other factors that may cause the
actual results, level of activity, performance or achievements of
the Company to be materially different from those expressed or
implied by such forward-looking statements or forward-looking
information, including: the receipt of all necessary regulatory and
shareholder approvals. Although management of the Company has
attempted to identify important factors that could cause actual
results to differ materially from those contained in
forward-looking statements or forward-looking information, there
may be other factors that cause results not to be as anticipated,
estimated or intended. There can be no assurance that such
statements will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
statements. Accordingly, readers should not place undue reliance on
forward-looking statements and forward-looking
information. The Company will not update any forward-looking
statements or forward-looking information that are incorporated by
reference herein, except as required by applicable securities
laws.
SOURCE Tethyan Resources PLC