Troymet Announces $500,000 Private Placement, 10 for 1 Share Consolidation and Name Change
March 04 2019 - 9:00AM
THIS NEWS RELEASE IS NOT FOR DISSEMINATION IN THE UNITED
STATES OR FOR DISTRIBUTION TO UNITED STATES NEWSWIRE
SERVICES.
Troymet Exploration Corp.
(“Troymet”) is pleased to announce that, subject
to TSX Venture Exchange (“TSX Venture”)
acceptance, Troymet intends to complete: (i) a non-brokered private
placement of up to $500,000 at a post-consolidation price of $0.05
per common share (“Private Placement”); (ii) a
consolidation (the “Consolidation”) of the common
shares in the capital of Troymet (“Common Shares”)
on the basis of 10 pre-Consolidation Common Shares for 1
post-Consolidation Common Share; and (iii) a change of name to
“Bessor Minerals Inc.”
Private Placement
Troymet intends to complete the Private
Placement for gross proceeds of $500,000 using available prospectus
exemptions under securities laws including the accredited investor
exemption and the close friends, family and business associates
exemption. Any investors interested in participating in the Private
Placement should contact Troymet pursuant to the contact
information set forth below. Proceeds of the private placement are
anticipated to be used for general corporate purposes. Closing of
the Private Placement is anticipated to occur on or around April
30, 2019. A finder’s fee of up to 6% of the gross proceeds of the
Private Placement may be paid in cash or Common Shares on all or
any portion of this Private Placement.
Troymet currently has 124,356,225 Common Shares
issued and outstanding. After giving effect to the Consolidation,
but prior to the closing of the Private Placement, Troymet will
have 12,435,623 Post-Consolidation Common Shares issued and
outstanding. Assuming that the Private Placement is fully
subscribed, Troymet will issue 10,000,000 on the Private Placement
and will have 22,435,623 Post-Consolidation Common Shares issued
and outstanding after the completion of the Consolidation and the
Private Placement.
All securities to be issued as part of the
Private Placement will be issued after the Consolidation and on a
post-Consolidation basis. It is not anticipated that any new
insiders will be created, nor that any change of control will
occur, as a result of the Private Placement. Any participation by
insiders of Troymet in the Private Placement will be on the same
terms as arm’s length investors. There is no minimum aggregate
subscription amount for the Private Placement, but completion of
the Private Placement is subject to all regulatory approvals,
including the TSX Venture acceptance. Depending on market
conditions, the gross proceeds of the Private Placement could be
increased or decreased. The Private Placement may be completed in
one or more tranches and the Common Shares issuable pursuant to the
Private Placement will be subject to a hold period expiring four
months and one day after the closing date.
Consolidation and Name
Change
Conditional on the imminent closing of the
Private Placement, and shortly prior to the closing of the Private
Placement, Troymet intends to complete the Consolidation. At
Troymet’s last shareholder meeting, the shareholders of Troymet
approved a special resolution authorizing the Consolidation, and
the Board of Directors of Troymet have resolved to effect the
Consolidation on the imminent closing of the Private Placement,
subject to TSX Venture acceptance, in conjunction with the closing
of the Private Placement. Where the exchange from the Consolidation
results in a fractional Common Share, the number of Common Shares
will be rounded to the nearest whole Common Share. The record date
for the Consolidation will be set subsequent to the regulatory
approvals being obtained and Troymet being satisfied of the
imminent closing of the Private Placement. It is also anticipated
that the Name Change will occur, subject to regulatory approvals
being obtained, on or about the same date as the effective date of
the Consolidation. Troymet will issue a further news release
confirming the record date for the Consolidation and the effective
date for the Consolidation and Name Change as well as the new
trading symbol for Troymet when such information is available to
Troymet.
Once implemented, the Consolidation will not
change Troymet’s authorized share capital and each shareholder will
hold the same percentage of Common Shares outstanding immediately
after the Consolidation as such shareholder held immediately prior
to the Consolidation (not including any dilution or effect from the
Private Placement). However, the exercise price and number of
Common Shares of Troymet issuable upon the exercise of outstanding
options and warrants will be proportionally adjusted upon the
implementation of the Consolidation in accordance with the terms of
such securities.
About Troymet Exploration Corp.
Troymet is a mineral exploration company with its current
exploration activity focused in British Columbia. Please refer to
Troymet’s website (www.troymet.com) to view information on
Troymet’s Golden Eagle and Redhill projects. Troymet retains a 1%
net smelter returns royalty (NSR) on the Key property, British
Columbia, which was sold to New Gold Inc. in 2013. Troymet is
continuing to evaluate and monitor opportunities in the minerals
sector.
TROYMET EXPLORATION CORP. Kieran Downes, Ph.D.,
P.Geo. President, CEO & Director
For further information, contact:Investor
RelationsTel: 250-729-0453Email: info@troymet.comWebsite:
www.troymet.com
Neither the TSX Venture Exchange 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 news release. This news
release contains certain forward-looking information. All
statements included herein, other than statements of historical
fact, are forward-looking information and such information involves
various risks and uncertainties. In particular, this news release
contains forward-looking information in respect of: the Private
Placement, including the potential closing date of the Private
Placement, the potential use of proceeds of the Private Placement
and the potential outstanding Common Shares after the completion of
the Consolidation and the Private Placement; and the completion of
the Consolidation and the Name Change, both of which are
conditional upon the closing of the Private Placement. There can be
no assurance that such information will prove to be accurate, and
actual results and future events could differ materially from those
anticipated in such information. This forward-looking information
reflects Troymet's current beliefs and is based on information
currently available to Troymet and on assumptions Troymet believes
are reasonable. These assumptions include, but are not limited to:
the current share price of Troymet's Common Shares; TSX Venture
acceptance and market acceptance of the Private Placement and the
Consolidation; and the receipt of sufficient investor interest in
the Private Placement in order to complete the Private Placement,
and conditional thereon, the Consolidation and the Name Change;
Troymet's general and administrative costs remaining constant; and
the market acceptance of Troymet's business strategy.
Forward-looking information is subject to known and unknown risks,
uncertainties and other factors which may cause the actual results,
level of activity, performance or achievements of Troymet to be
materially different from those expressed or implied by such
forward-looking information. Such risks and other factors may
include, but are not limited to: the early stage development of
Troymet and its projects; general business, economic, competitive,
political and social uncertainties; capital market conditions and
market prices for securities, junior market securities and mining
exploration company securities; commodity prices; the actual
results of current exploration and development or operational
activities; competition; changes in project parameters as plans
continue to be refined; accidents and other risks inherent in the
mining industry; lack of insurance; delay or failure to receive
board or regulatory approvals; changes in legislation, including
environmental legislation or income tax legislation, affecting
Troymet; timing and availability of external financing on
acceptable terms; conclusions of economic evaluations; and lack of
qualified, skilled labour or loss of key individuals. A description
of other risk factors that may cause actual results to differ
materially from forward-looking information can be found in
Troymet's disclosure documents on the SEDAR website at
www.sedar.com. Troymet does not undertake to update any
forward-looking information except in accordance with applicable
securities laws.
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