Aston Bay Closes First Tranche of Non-Brokered Private Placement
Aston Bay Closes First Tranche of Non-Brokered Private Placement
TORONTO, ON / ACCESSWIRE / December 21, 2021 / Aston Bay Holdings Ltd.
(TSXV:BAY)(OTCQB:ATBHF) ("Aston Bay" or the "Company") is pleased to announce that it
has closed a first tranche of the Company's non-brokered private placement, previously
announced on November 29, 2021 (the "Offering"). Pursuant to this first tranche of the Offering,
the Company has issued 13,473,500 units (each a "Unit") at a price of $0.06 per Unit, for
aggregate gross proceeds of $808,410. The closing is subject to final acceptance of the TSX
Venture Exchange.
Units continue to be available as part of the Offering, in which the Company may raise up to an
additional $1,191,590. The Company expects to close a second tranche of the Offering in early
2022. Each Unit consists of one common share of the Company and one full warrant (a
"Warrant"). Each Warrant will entitle the holder thereof to acquire an additional common share
of the Company at an exercise price of $0.12 per Warrant for a period of 24 months from the
date of issuance.
In connection with the closing of the first tranche of the Offering, Aston Bay has paid aggregate
cash finder's fees of $28,926 to three arm's length finders, representing 6% of the proceeds raised
from subscriptions by certain placees introduced by the finders. The Company has issued to the
finders share purchase warrants (the "Finder's Warrants") entitling the purchase of an aggregate
482,100 common shares, on the same terms as the Warrants.
All shares acquired by the placees under the first tranche of the Offering, and shares which may
be acquired upon the exercise of the Warrants and the Finder's Warrants, are subject to a hold
period until April 22, 2022, in accordance with applicable Canadian securities legislation.
Warrants and Finder's Warrants issued in the first tranche of the Offering are exercisable at $0.12
to purchase one common share of the Company until December 21, 2023.
Proceeds of this Offering will be used for exploration on Mountain Base Metals, Brownfields
Gold and Buckingham Gold Properties in Virginia, USA and for general corporate purposes.
One insider of the Company participated in this first tranche of the Offering, which resulted in
related party considerations pursuant to TSX Venture Exchange Policy 5.9 and Multilateral
Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-
101"). The Company relied on Section 5.5(a) of MI 61-101 for an exemption from the formal
valuation requirement and Section 5.7(1)(a) of MI 61-101 for an exemption from the minority
shareholder approval requirement of MI 61-101 as the fair market value of the transaction insofar
as the transaction involved interested parties did not exceed 25% of the Company's market
capitalization.
About Aston Bay Holdings
Aston Bay is a publicly traded mineral exploration company exploring for gold and base metal
deposits in Virginia, USA, and Nunavut, Canada. The Company is led by CEO Thomas Ullrich
with exploration in Virginia directed by the Company's advisor, Don Taylor, the 2018 Thayer
Lindsley Award winner for his discovery of the Taylor Pb-Zn-Ag Deposit in Arizona.
The Company has the exclusive option to lease the mineral rights to over 10,000 acres of
prospective private land located in central Virginia. These lands are located within a gold-
copper-lead-zinc mineralized belt prospective for mesothermal gold deposits and Virginia gold-
pyrite belt deposits, as well as sedimentary exhalative (SEDEX), Broken Hill (BHT) and
volcanogenic massive sulfide (VMS) type base metal deposits. Don Taylor, who led the
predecessor company to Blue Ridge and assembled the dataset, has joined the Company's
Advisory Board and will be directing the Company's exploration activities for the Blue Ridge
Project. The Company is actively exploring the Mountain Base Metals Project Buckingham Gold
Project in Virginia and is in advanced stages of negotiation on other lands in the area.
The Company is also 100% owner of the property Storm Project, which hosts the Storm Copper
Project and the Seal Zinc Deposit and has been optioned to American West Metals Limited.
The Company's public disclosure documents are available on www.sedar.com.
FORWARD-LOOKING STATEMENTS
Statements made in this press release, including those regarding the closing and the use of
proceeds of the private placement, management objectives, forecasts, estimates, expectations, or
predictions of the future may constitute "forward-looking statement", which can be identified by
the use of conditional or future tenses or by the use of such verbs as "believe", "expect", "may",
"will", "should", "estimate", "anticipate", "project", "plan", and words of similar import,
including variations thereof and negative forms. This press release contains forward-looking
statements that reflect, as of the date of this press release, Aston Bay's expectations, estimates
and projections about its operations, the mining industry and the economic environment in which
it operates. Statements in this press release that are not supported by historical fact are forward-
looking statements, meaning they involve risk, uncertainty and other factors that could cause
actual results to differ materially from those expressed or implied by such forward-looking
statements. Although Aston Bay believes that the assumptions inherent in the forward-looking
statements are reasonable, undue reliance should not be placed on these statements, which apply
only at the time of writing of this press release. Aston Bay disclaims any intention or obligation
to update or revise any forward-looking statement, whether as a result of new information, future
events or otherwise, except to the extent required by securities legislation. We seek safe harbour.
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 news release.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT
FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED
HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND
WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE
OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS
REGISTERED OR EXEMPT THEREFROM.
FOR ADDITIONAL INFORMATION CONTACT:
Thomas Ullrich, Chief Executive Officer
(416) 456-3516
Sofia Harquail, IR and Corporate Development
(647) 821-1337
SOURCE: Aston Bay Holdings Ltd.