Black Iron Announces Marketed Public Offering
NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE OR FOR DISSEMINATION IN
THE UNITED STATES
BLACK IRON ANNOUNCES
MARKETED PUBLIC OFFERING
For Immediate Release
TORONTO, CANADA, June 29, 2021 – Black Iron Inc. (“Black Iron” or the “Company”)
(TSX: BKI; OTC: BKIRF; FRANKFURT: BIN) announces that it has filed a preliminary
short form prospectus (the “ Prospectus”) with the securities commissions in each of the
Provinces of Canada (other than Quebec) (the “Canadian Jurisdictions”), in connection
with a marketed public offering (the “Offering”) of common shares of the Company (the
“Shares”) for aggregate gross proceeds of approximately C$10 million. The price of the
Offering will be determined in the context of the market.
The Offering is being conducted on a “best efforts” agency basis and will be conducted
by Canaccord Genuity Corp. (the "Agent") as lead agent and sole bookrunner and is
subject to customary closing conditions, including, but n ot limited to, the entering into of
an agency agreement with the Agent, the approval of the securities regulatory authorities
and the Toronto Stock Exchange.
The Offering will be completed (i) by way of a short form prospectus filed in the Canadian
Jurisdictions, (ii) on a private placement basis in the United States pursuant to
exemptions from the registration requirements of the United States Securities Act of 1933,
as amended (the “ U.S. Securities Act”), and (iii) outside Canada and the United States
on a basis which does not require the qualification or registration of any of the Company’s
securities under domestic or foreign securities laws.
The Company has granted the Agent an option to purchase up to an additional 15% of
the Shares sold under the Offering, at the issue price of the Shares , which may be
exercised, at the sole discretion of the Agent, in whole or in part to purchase Shares upon
written notice to the Company at any time up to 30 days following the closing date of the
Offering.
The Company intends to use the net proceeds of the Offering for (a) the completion of a
Feasibility Study for the Company’s Shymanivske Iron Ore Project, (b) the completion of
an Environmental and Social Impact Assessment, (c) paying for a portion of the relocation
and construction of a new Ukrainian military firing range and ammunition depot to secure
access to land required for the Project (as defined below) , and (d), working capital and
general corporate purposes, all as described in more detail in the Prospectus.
The Prospectus is available on SEDAR at www.sedar.com.
This news release shall not constitute an offer to sell or the solicitation of an offer t o buy
nor shall there be any sale of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The securities have not been and will not be
registered under the U.S. Securities Act or any applicable state securities laws, and may
not be offered or sold to, or for the account or benefit of, persons in the United States or
to U.S. persons unless registered under the U.S. Securities Act and applicable state
securities laws or an exemption from such registration is availab le. “United States” and
“U.S. persons” shall have the meanings assigned to them in Regulation S under the U.S.
Securities Act.
About Black Iron
Black Iron is an iron ore exploration and development company, advancing its 100%
owned Shymanivske project located in Kryviy Rih, Ukraine. Full mineral resource details
can be found in the NI 43-101 technical report entitled “Preliminary Economic Assessment
of the Re- scoped Shymanivske Iron Ore Deposit” published in March 2020 with an
effective date of November 21, 2017 (the “PEA”) under the Company’s profile on SEDAR
at www.sedar.com. The Shymanivske project is surrounded by five other operating mines,
including ArcelorMittal's iron ore complex. The PEA is preliminary in nature, and it
includes inferred mineral resources that are considered too speculative geologically to
have the economic considerations applied to them that would enable them to be
categorized as mineral reserves. There is no certainty that the PEA will be
realized. Mineral resources are not mineral reserves and do not have demonstrated
economic viability. Please visit the Company's website at www.blackiron.com for more
information.
For more information, please contact:
Matt Simpson
Chief Executive Officer
Black Iron Inc.
Forward-Looking Information
This press release contains forward- looking information. Forward-looking information is
based on what management believes to be reasonable assumptions, opinions and
estimates of the date such statements are made based on information available to them
at that time. Forward -looking information may include, but is not limited to, statements
with respect to the size and pricing of the Offering, the timing of closing of the Offering,
the ability of the Company to obtain all necessary regulatory approvals to complete the
Offering and enter into an agency agreement wit h the Agent and the intended use of
proceeds and the Company’s future plans. Generally, forward looking information can be
identified by the use of forward -looking terminology such as "plans", "expects" or "does
not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates" or "does not anticipate", or "believes", or variations of such words and
phrases or state that certain actions, events or results "may", "could", "would", "might" or
"will be taken", "occur" or "be achieved". Forward-looking information is subject to known
and unknown risks, uncertainties and other factors that may cause the actual results, level
of activity, performance or achievements of the Company to be materially different from
those expressed or implied by such forward-looking information, including but not limited
to: the inability of the Company to complete the Offering on the terms described herein or
at all, the Company using any proceeds from the Offering in a manner other than as set
out herein, general business, economic, competitive, geopolitical and social uncertainties;
the actual results of current exploration activities; other risks of the mining industry and
the risks described in the annual information form of the Company. Although the
Company has attempted to identify important factors that could cause actual results to
differ materially from those contained in forward- looking information, there may be other
factors that cause results not to be as anticipated, estimated or intended. There can be
no assurance that such information will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward looking infor mation. The Company
does not undertake to update any forward-looking information, except in accordance with
applicable securities laws. The Company notes that mineral resources are not mineral
reserves and do not have demonstrated economic viability.
The Toronto Stock Exchange has neither approved nor disapproved the information
contained herein.
A preliminary prospectus containing important information relating to these securities
described herein has been filed with securities commissions or similar aut horities in
certain jurisdictions of Canada. The preliminary prospectus is still subject to completion
or amendment. There will not be any sale or any acceptance of an offer to buy the
securities until a receipt for the final prospectus has been issued.