The Placement is non-brokered.
The Placement Shares represent an increase of approximately 205% of the Share Capital and approximately 67% of the enlarged Share Capital.
Application will be made for listing of the Placement Shares on the
The Placement Shares will be subject to a four-month hold period from the date of issuance.
The net proceeds of the Placement will be for expenses and development of the Company's Farim phosphate mineral property, to meet the Company's financial obligations and operational commitments, funding litigation as against
Alpha and Aterra are each a "related party" to the Company under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (" MI 61-101") by virtue of their respective shareholdings being in excess of 10% of the Share Capital. Aterra currently owns 26,067,450 common shares of the Company which represent approximately 39.24% of the Share Capital. Aterra also owns convertible debentures which are convertible into 15,500,000 common shares of the Company, and which combined with Aterra's current shareholding represent 50.74% of the Share Capital on a diluted basis, assuming Aterra exercises its convertible debentures. Alpha currently owns 15,096,946 common shares of the Company, representing approximately 22.73% of the Share Capital. Alpha also owns convertible debentures which are convertible into 5,000,000 common shares of the Company, and which combined with Alpha's current shareholding represent 28.14% of the Share Capital on a diluted basis, assuming Alpha exercises its convertible debentures. Accordingly, the closing of the Private Placement is a "related party transaction" under MI 61-101.
The Private Placement is a transaction that is exempt from (i) the formal valuation requirements under Section 5.4 of MI 61-101 pursuant to Subsections 5.5(g) of MI 61-101 and (ii) from the minority approval requirements under Section 5.6 of MI 61-101 pursuant to Subsection 5.7(1)(e) of MI 61-101 because the board of directors of the Company, acting in good faith, has determined, and at least two-thirds of the Company's independent directors, acting in good faith, have determined, that the Company is in serious financial difficulty, that the Private Placement is designed to improve the Company's financial position and that the terms of the Private Placement are reasonable in the Company's circumstances.
In connection with the Placement and subject to the approval of the TSXV, a finder's fee of
"This round of financing provides a stepping stone for the growth of the Company and represents significant progress made possible by our existing shareholders. This placement allows us to add value to the Farim project by optimizing the existing feasibility study and move the project closer to the production stage."
ON BEHALF OF THE BOARD
President and Chief Executive Officer
For further information please contact:
|President and Chief Executive Officer||Chief Financial Officer and Corporate Secretary|
|Telephone: + 1 (604) 569-0721||Telephone: +1 (604) 569-0721|
Based upon the information in the NI 43-101 study entitled " Feasibility of the Beneficiated Rock Concentrate of the
The Company has already been granted a production license in relation to the
The Company's shares are listed on the
FORWARD LOOKING STATEMENTS
Certain information in this news release relating to the Company is forward-looking and related to anticipated events and strategies. When used in this context, words such as "will", "anticipate", "believe", "plan", "intend", "target" and "expect" or similar words suggest future outcomes. Forward-looking information contained in this press release includes, but may not be limited to, mineral reserve and mineral resource estimates, the expected mine life and production of the
Any mineral resource and mineral reserve figures referred to in this press release are estimates and no assurances can be given that the indicated levels of minerals will be produced. Such estimates are expressions of judgment based on knowledge, mining experience, analysis of drilling results and industry practices. Valid estimates made at a given time may significantly change when new information becomes available. While the Company believes that the mineral resource and mineral reserve estimates in respect of its
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 RELEASE.