Aston Bay Holdings Ltd. Announces C$5.0M Brokered Financing
September 5, 2023
Aston Bay Holdings Ltd. Announces C$5.0M Brokered Financing
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES
Aston Bay Holdings Ltd. (TSX‐V: BAY; OTCQB: ATBHF) (the “Company” or “Aston Bay”) is pleased to
announce that it has entered into an agreement with Cantor Fitzgerald Canada CorporaƟon (the “Agent”),
who has agreed to sell, on a commercially reasonable “best efforts” private placement basis, up to
26,315,789 units of the Company (“Units”) at a price of C$0.19 per Unit (the “Offering Price”), for
aggregate gross proceeds of up to C$5,000,000 (the “LIFE Offering”). Each Unit will be comprised of one
common share of the Company (a “Common Share”) and one Common Share purchase warrant (each, a
“Warrant”). Each Warrant will enƟtle the holder thereof to purchase one Common Share (each, a
“Warrant Share”) at an exercise price of C$0.29 for 24 months following the compleƟon of the LIFE
Offering.
The Units to be issued under the LIFE Offering will be offered to purchasers pursuant to the Listed Issuer
Financing ExempƟon (the “LIFE ExempƟon”) under Part 5A of NaƟonal Instrument 45‐106 – Prospectus
ExempƟons, in all the provinces and territories of Canada, except Quebec. The Company and the Agent
may increase the size of the offering, up to 48 hours prior to the Closing Date (defined below), by issuing
up to an addiƟonal 10,526,316 units (the “AddiƟonal Units”) for addiƟonal gross proceeds of C$2,000,000.
Any AddiƟonal Units will be sold pursuant to the exempƟons from the prospectus requirements in Canada
other than the LIFE ExempƟon in each of the jurisdicƟons of Canada and in offshore jurisdicƟons. Such
AddiƟonal Units may be subject to a hold period under Canadian SecuriƟes Laws.
There is an offering document (the “Offering Document”) related to the LIFE Offering that can be accessed
under the Company’s profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at
hƩps://astonbayholdings.com/. ProspecƟve investors of the Units should read the Offering Document
before making an investment decision.
The Company plans to use the net proceeds from the LIFE Offering, and sale of any AddiƟonal Units, for
exploraƟon and development purposes of the Company’s projects in Virginia, and for working capital and
general corporate purposes. The LIFE Offering, and sale of AddiƟonal Units, is scheduled to close on or
about September 21, 2023 (the “Closing Date”), or such other date as the Company and Agent may agree,
and is subject to certain condiƟons customary for transacƟons of this nature, including, but not limited
to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.
The securiƟes to be offered pursuant to the LIFE Offering, and sale of the AddiƟonal Units, have not been,
and will not be, registered under the U.S. SecuriƟes Act of 1933, as amended (the "U.S. SecuriƟes Act")
or any U.S. state securiƟes laws, and may not be offered or sold in the United States or to, or for the
account or benefit of, United States persons absent registraƟon or any applicable exempƟon from the
registraƟon requirements of the U.S. SecuriƟes Act and applicable U.S. state securiƟes laws. This news
release shall not consƟtute an offer to sell or the solicitaƟon of an offer to buy securiƟes in the United
States, nor shall there be any sale of these securiƟes in any jurisdicƟon in which such offer, solicitaƟon or
sale would be unlawful.
The Company also confirms, as previously disclosed in the press release dated August 9, 2023, the
Company is no longer considering consolidaƟon of its Common Shares.
About Aston Bay Holdings
Aston Bay is a publicly traded mineral exploraƟon company exploring for high‐grade copper and gold
deposits in Virginia, USA, and Nunavut, Canada. The Company is led by CEO Thomas Ullrich with
exploraƟon 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 is currently exploring the
high‐grade Buckingham Gold Vein in central Virginia and is in advanced stages of negoƟaƟon on other
lands with high‐grade copper potenƟal in the area.
The Company is 100% owner of the Storm Project property, which hosts the Storm Copper Project and
the Seal Zinc Deposit and has been opƟoned to American West Metals Limited.
Further details are available on the Company’s website at hƩps://astonbayholdings.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 objecƟves, forecasts, esƟmates, expectaƟons, or predicƟons of the
future may consƟtute “forward‐looking statement”, which can be idenƟfied by the use of condiƟonal or
future tenses or by the use of such verbs as “believe”, “expect”, “may”, “will”, “should”, “esƟmate”,
“anƟcipate”, “project”, “plan”, and words of similar import, including variaƟons thereof and negaƟve
forms. This press release contains forward‐looking statements that reflect, as of the date of this press
release, Aston Bay’s expectaƟons, esƟmates and projecƟons about its operaƟons, 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 assumpƟons inherent in the forward‐looking
statements are reasonable and undue reliance should not be placed on these statements, which apply
only at the Ɵme of wriƟng of this press release. Aston Bay disclaims any intenƟon or obligaƟon to update
or revise any forward‐looking statement, whether as a result of new informaƟon, future events or
otherwise, except to the extent required by law. We seek safe harbour.
Neither TSX Venture Exchange nor its regulaƟon 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 ExecuƟve Officer
(416) 456‐3516