Aston Bay Holdings Ltd. Announces Update to Brokered Financing
September 28, 2023
Aston Bay Holdings Ltd. Announces Update to 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”) announces revised
terms of its previously announced brokered private placement.
The Company will now be offering up to 47,500,000 units of the Company (“Units”) at a price of C$0.08
per Unit (the “Offering Price”), for aggregate gross proceeds of up to C$3.8 million (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$0.12 for 24 months following
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 Québec. The Company and Cantor
Fitzgerald Canada CorporaƟon (the “Agent”) have also agreed that, concurrently with the LIFE Offering,
the Company may issue up to 12,500,000 Units at the Offering Price on a non‐brokered basis (the
“AddiƟonal Units”) for addiƟonal gross proceeds of up to C$1.0 million (the “Concurrent Offering”, and
together with the LIFE Offering, the “Offering”). Any AddiƟonal Units will be sold pursuant to 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.
The updated offering document (the “Offering Document”) related to the LIFE Offering 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 Units under the LIFE Offering should read the
Offering Document before making an investment decision.
The Company plans to use the net proceeds from the Offering for exploraƟon and development of the
Company’s projects in Virginia, and for working capital and general corporate purposes. The Offering is
now scheduled to close on or about October 5, 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 Offering 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.
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 and its joint venture partners, American West Metals Limited and its wholly‐owned
subsidiary, Tornado Metals Ltd. (collecƟvely, “American West”) have agreed to form a 20/80
unincorporated joint venture and enter into a joint venture agreement in respect of the Storm Project
property, which hosts the Storm Copper Project and the Seal Zinc Deposit. Under such agreement, Aston
Bay shall have a free carried interest unƟl American West has made a decision to mine upon compleƟon
of a bankable feasibility study, meaning American West will be solely responsible for funding the joint
venture unƟl such decision is made. AŌer such decision is made, Aston Bay will be diluted in the event it
does not elect to contribute its proporƟonate share and its interest in the Storm Project property will be
converted into a 2% net smelter returns royalty if its interest is diluted to below 10%.
Further details are available on the Company’s website at hƩps://astonbayholdings.com/.
FORWARD‐LOOKING STATEMENTS
Statements made in this news release, including those regarding the Offering, including the Closing Date
and the use of proceeds, as well as management objecƟves, forecasts, esƟmates, expectaƟons, or
predicƟons of the future may consƟtute “forward‐looking statements”, 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 news release contains forward‐looking statements that reflect, as of the date of this
news 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 news 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 as of the date of this news 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.
FOR ADDITIONAL INFORMATION CONTACT:
Thomas Ullrich, Chief ExecuƟve Officer
(416) 456‐3516