Aston BAY Holdings Announces Fully Subscribed Non-Brokered Private Placement; Additional Drilling Planned at Buckingham GOLD Project, Virginia
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AGENCIES
FOR IMMEDIATE RELEASE
ASTON BAY HOLDINGS ANNOUNCES FULLY SUBSCRIBED NON-BROKERED PRIVATE
PLACEMENT; ADDITIONAL DRILLING PLANNED AT BUCKINGHAM GOLD PROJECT, VIRGINIA
May 20 , 2020 – Aston Bay Holdings Ltd. ( TSX-V: BAY ; OTCQB: ATBHF) (“Aston Bay” or the
“Company”) announce s a non-brokered private placement (the “Offering”), subject to the
approval of the TSX Venture Exchange (the “Exchange”), for aggregate gross proceeds of
$600,000. This fully subscribed placement is i n response to strong interest following closing of
the first tranche of the previous private placement (see February 28, 2020 Aston Bay news
release) and supersedes that placement, which expired under regulatory guidelines . The funds
raised under this placement will permit the Company to move to the next phase of exploration,
including drilling, at the Company’s Buckingham Gold Project in Virginia, USA, this summer.
The Offering will consist of units (the “Units”) at a price of $0.06 per Unit. Each Unit will consist
of one common share of the Company and one full warrant (a “Warrant”) entitling the holder
thereof to acquire an additional common share (the “Warrant Share”) of the Company at an
exercise price of $0. 12 per Warrant Share for a period of 24 months from the date of issuance.
The Warrants will be subject to acceleration provisions when the volume weighted average
trading price is greater than $0.25 for 10 consecutive trading days.
The Offering will be conducted pursuant to available prospectus exemptions including sales to
accredited investors, family members, close friends and business associates of directors and
officers of the C ompany, to purchasers who have obtained suitability advice from a registered
investment dealer pursuant to the exemption set out in BC Instrument 45-536 (the "Investment
Dealer Exemption") and to existing shareholders of the Company pursuant to the exemption set
out in British Columbia Securities Commission BC Instrument 45 -534 (the "Existing Shareholder
Exemption").
The Company plans to allocate the gross proceeds of the Offering to: (i) exploration on its
Buckingham Gold Property in Virginia, USA ($400,000) and (ii) general working capital ($200,000).
Although the Company intends to use the proceeds of the Offering as described above, the actual
allocation of proceeds may vary from the uses set out above depending on future operations,
events or opportunities.
The Offering is fully subscribed. Subscriptions will be accepted at the discretion of the Company
and subject to the approval of the Exchange ; therefore, it is possible that a subscriber's
subscription may not be accepted by the Company even though it is received within the Offering
period.
The Existing Shareholder Exemption is available to shareholders residing in all Canadian
jurisdictions. Shareholders of record of the Company as at May 19, 2020 (the "Record Date") are
eligible to participate under the Existing Shareholder Exemption. To rely upon the Existing
Shareholder Exemption, the subscriber must: a) have been a shareholder of the Company on the
Record Date and continue to hold shares of the Company until the date of closing of the Offering,
b) be purchasing the Units as a principal, and c) either may not subscribe for more than $15,000
of securities from the Company in any 12 month period or have received advice from a registered
investment dealer regarding the suitability of the investment. Existing shareholders interested in
participating in the Offering should consult their investment advisor or the Company directly.
All securities issued pursuant to the Offering will be subject to statutory hold periods in
accordance with applicable United States and Canadian securities laws.
The securities offered have not been registered under the United States Securities Act of 1933,
as amended (the "U.S. Se curities Act"), or any state securities laws and may not be offered or
sold absent registration or compliance with an applicable exemption from the registration
requirements of the U.S. Securities Act and applicable state securities laws.
Subject to Exchange approval, finder’s fees may be paid to persons who introduce the Company
to investors.
About Aston Bay Holdings Ltd.
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 acquired the exclusive rights to an integrated dataset over certain prospective
private lands and has signed agreements with timber and land companies which grants the
company the option to lease the mineral rights to 11,065 acres of land located in central Virginia.
These lands are located within a gold-copper-lead-zinc mineralized belt prospective for Carolina
slate belt gold deposits and Virginia gold -pyrite belt deposits , as well as sedimentary VMS,
exhalative (SEDEX) and Broken Hill (BHT) type base metal deposits . Don Taylor, who led the
predecessor c ompany 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 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 1,024,345-acres (414,537-hectares) Aston Bay Property
located on western Somerset Island, Nunavut, which neighbours Teck’s profitable, past-
producing Polaris (Pb-Zn) Mine just 200km to the north. The Aston Bay Property hosts the Storm
Copper Project and the Seal Zinc Deposit with drill -confirmed presence of sediment -hosted
copper and zinc mineralization.
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 completion of the
acquisition, 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 economi c 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 fro m 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 ti me 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 UNITE D 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