African Metals Corporation Announces Completion of Private Placement
African Metals Corporation Announces Completion of Private Placement
FOR IMMEDIATE RELEASE: TORONTO, Ontario – The Newswire – May 21, 202 1 – African
Metals Corporation (NEX : AFR.H) (“African Metals” or the “Company”) is pleased to announce
that, further to the Company’s news release dated March 23, 2021, it has closed in escrow on May 17,
2021, subject to receipt of final approval from the TSX Venture Exchange (the “ TSXV”), its non-
brokered private placement of 4,000,000 common shares at a price of $0. 075 per common share (the
“Private Placement”). The TSXV conditionally approved the completion of the Private Placement on
May 3, 2021.
The Private Placement resulted in the Company raising an aggregate of $300,000. N o finder’s fee or
commissions were paid in connection with the Private Placement. All common shares issued under the
Private Placement are subject to a four -month hold period in accordance with applicable Canadian
securities laws expiring on September 18, 2021.
Officers and directors of the Company participate d in the P rivate Placement in keeping with their
intention to align their interests with those of the shareholders and have subscribed for an aggregate of
3,000,000 common shares and raising a total of $225,000 pursuant to the Private Placement as follows:
(i) Simeon Tshisangama, CEO subscribed for 1,230,000 common shares ; (ii) John F. O’D onnell,
Chairman of the Board subscribed for 1,000,000 common shares; (iii) DVM Finance Inc., a company
controlled by David V. Mason, Director, subscribed for 700,000 common shares; and (iv) Errol Farr,
CFO subscribed for 70,000 common shares. As such, the issuance of such common shares constitutes
a “related party transaction” under Multilateral Instrument 61 -101 – Protection of Minority Security
Holders in Special Transactions (“MI 61-101”). 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 NEX Board of the TSXV) and the exemption from the minority approval requirement in
section 5.7(1)(a) of MI 61 -101 (as neither the fair market value of the common s hares distributed to,
nor the consideration paid by, such directors and officers exceeded 25% of the Company’s market
capitalization). The Company wished to complete the Private Placement in an expeditious manner and
a material change report will be filed by the Company shortly.
In addition, 1,000,000 common shares were acquired by IBK Capital Corp. and a small number of its
principals and clients. John F. O’Donnell commented “We are extremely pleased to have IBK Capital
Corp. participate in this Private Placement as it will align its interests with those of the Company and
shareholders as we move forward to aggressively seek out other serious opportunities for the
Company”. Since its inception in 1989, IBK Capital Corp. has established an enviable track record as
an independent Canadian investment banking firm, having played a role in global transactions with a
combined value of $5.6 billion. IBK’s expertise in financial advisor y services includes: Debt and
Equity Financing ; Going Public (Reverse Takeover) ; M&A and Divestiture Advisory Services ;
Business Valuations; and Fairness Opinions; and Takeover Defense Planning.
“We are excited to work with management in an effort to significantly enhance shareholder value,”
states Michael White, President and CEO of IBK Capital Corp. “It’s a good time to be sourcing value
creating projects in the metals and mining sector as it transitions into what is expected to be a very
strong bull market.”
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As indicated in previous press releases, the Company intends to examine projects other than its existing
mineral exploration project in Montana (the “SBSL Project”) which is subject to acceptance by the
TXSV. No specific other projects have been identified at this time. The proceeds of the Private
Placement will primarily be used to fund the Company’s search for, and due diligence expenses related
to, potential new projects and for general administrative expenses.
This news release shall not constitute an offer to sell any of the common shares in the United States
where such offer, solicitation or sale would be unlawful. The common shares have not been registered
under the United States Securities Act of 1933, as amended, and may not be offered or sold in the
United States without an applicable exemption from registration requirements.
On behalf of the Board of Directors,
“John F. O’Donnell”
John F. O’Donnell, Chairman of the Board of Directors
For more information on the Company, investors should review the Company's filings on SEDAR at
www.sedar.com.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies
of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
About African Metals
The common shares of the Company are listed on the NEX Board ( “NEX”) of the TSX Ventu re
Exchange (“TSXV”). The Company has applied to the TSXV to transfer its listing from the NEX to
the TSXV as a Tier 2 issuer and to reinstate trading of the Common Shares on the TSXV, all in
accordance with applicable rules and policies of the TSXV.
For more information, please contact:
John F. O’Donnell, Chairman of the Board at (647) 966-3100 or by email at [email protected] or
Errol Farr, Chief Financial Officer at (647) 296-1270 or by email at [email protected].
Forward-Looking Information : This news release contains certain forward -looking statements
(“FLS”) relating to the Company’s plans, expectations, intentions and beliefs in connection with its
business, including , without limitation, statements in connection with the Private Placement, the
expected use of proceeds of the Private Placement, the material change report to be filed in connection
with the Private Placement and the continued evaluation of the SBSL and examination of other business
opportunities. FLS can be identified by forward -looking words such as “proposed”, “intends”,
“expects”, “potential”, “estimated”, “anticipated”, “may” and “will” or similar words suggesting future
outcomes or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about
future events or performance. Such FLS reflect management's current beliefs and are based on
information currently available to management. FLS involve risks and uncertai nties that could cause
actual results to differ materially from those contemplated by such statements, and there can be no
assurance that actual results will be consistent with these FLS. Factors that could cause such differences
include, without limitation: the inability of the Company to obtain the TSXV’s approval respecting its
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listing of its c ommon shares on the TSXV as a Tier 2 issuer and the r einstatement of trading of its
common shares on the TSXV; risks related to general economic and market conditi ons and financial
markets; economic, social and market conditions related to the COVID -19 global pandemic; the
worldwide economic and social impact of COVID-19; the duration and extent of COVID-19; changes
in general economic conditions; the imposition of government restrictions on business related to
COVID-19, any positive cases of COVID-19 at a project site or in the area which may cause a reduction
or suspension in operations and activities which may ultimately affect and delay the exploration
timeline; changes in prices for gold and other metals; and other as yet unknown or unidentified risks.
This list is not exhaustive of the factors that may impact the Company’s FLS. These and other factors
should be considered carefully, and readers should not place undue reliance on the Company’s FLS.
Although the Company believes that the expectations reflected in the forward -looking information or
statements are reasonable and does not believe that the worldwide COVID19 situation will have any
immediate or long-term effect on its projects, as a result of the foregoing and other factors, no assurance
can be given as to the occurrence of these future events, and neither the Company nor any other person
assumes responsibility for the accuracy and completeness of these FLS. The factors underlying current
expectations are dynamic and subject to change.