Boreal Announces Equity Financings and TSX Venture Listing Application
NEWS RELEASE
September 25, 2017
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NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA.
BOREAL ANNOUNCES EQUITY FINANCINGS AND TSX VENTURE LISTING
APPLICATION
Vancouver, B.C., September 25, 2017 . Boreal Metals Corp. (“ Boreal ” or the “ Company ”) is
pleased to announce details of proposed equity financin gs to raise aggregate proceeds to the
Company of up to $3,000,000, and its intended applic ation to the TSX Venture Exchange (the
“Exchange ”) for an original listing of its common shares (the “ Common Shares ”) and Warrants
(as defined below) on the facilities of the Exchange.
Short Form Offering Document Financing
Boreal proposes to enter into an agency agreement (the “ Agency Agreement ”) with PI Financial
Corp. (the “ Agent ”) that will provide for a financing to be completed on a best efforts basis by
way of Short Form Offering Document in accordance with Ex change policies (the “ SFOD
Offering ”). The SFOD Offering will consist of up to 6,666,666 u nits of Boreal (each, an " SFOD
Unit ") at a price of $0.30 per SFOD Unit for gross proceeds of up to approximately $2,000,000.
Each SFOD Unit will consist of one Common Share and one-half of one Common Share purchase
warrant of the Company (each whole warrant, a " Warrant "), with each Warrant entitling the
holder to purchase a Common Share at a price of $0.50 p er Common Share for a period of 24
months from the closing date of the SFOD Offering.
The filing of the Short Form Offering Document with the Exch ange will occur after the issuance
of this news release.
Brokered Private Placement
The Company is also pleased to announce its intentio n to complete a brokered private
placement of up to 3,333,334 units of Boreal (“ Brokered Units ”) at a price of $0.30 per
Brokered Unit, on a best efforts basis for gross proceeds of up to approximately $1,000,000 (the
"Private Placement "), concurrently with the SFOD Offering.
NEWS RELEASE
September 25, 2017
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Each Brokered Unit will consist of one Common Share and one Warrant, with such Warrants
having the same terms as the Warrants issuable under the SFOD Offering.
The Agency Agreement will provide that the Agent will rece ive a cash commission equal to 8%
of the gross proceeds raised from the sale of SFOD Units an d Brokered Units, and such number
of non-transferable warrants (“ Agent’s Warrants ”) equal to 8% of the aggregate number of
SFOD Units and Brokered Units sold. Each Agent’s Warrant will be exercisable for one Common
Share at a price of $0.30 per Common Share for a period of 18 months from the closing date of
the financings. The Agent will also receive 600,000 units as a corporate finance fee (“ Corporate
Finance Units ”), with 400,000 of such Corporate Finance Units having the same terms as the
SFOD Units and 200,000 of such Corporate Finance Units ha ving the same terms as the
Brokered Units.
Closing of Financings and Listing Application
Closing of the SFOD Offering and the Private Placement will be subject to approval of the
Exchange and other standard closing conditions, includ ing conditional approval to list the
Common Shares and the Warrants on the Exchange effective o n the closing date of the
financings.
All securities issued in connection with the Private Placement will be subject to a statutory hold
period of four months plus a day from the closing date of the Private Placement. Securities
issued in connection with the SFOD Offering will not be s ubject to any resale restrictions other
than certain restrictions relating to the securities hel d by insiders and other principals pursuant
to the listing rules of the Exchange and applicable se curities laws. Such restrictions applicable
to insiders and other principals will also apply to any securities acquired by such individuals
through the Private Placement.
Proceeds from the SFOD Offering and the Private Placement wil l be used to fund exploration
and development of the Company’s Gumsberg property in t he Bergslagen Region of Sweden
and for general working capital and other corporate purpo ses of the Company and its
subsidiaries, including funding of exploration activit ies on the Company’s non-material
properties, as detailed in the Short Form Offering Document, which will be filed on SEDAR at
www. sedar.com.
NEWS RELEASE
September 25, 2017
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This news release does not constitute an offer to sell or solicitation of an offer to buy any of the
securities in the United States. The securities have not been and will not be registered under
the United States Securities Act of 1933 , as amended (the “ U.S. Securities Act ”) or any state
securities laws and may not be offered or sold within th e United States unless registered under
the U.S. Securities Act and applicable state securities laws or an exemption from such
registration is available.
About Boreal Metals Corp.
Boreal is a mineral exploration company focused on the d iscovery of Zinc, Copper, Silver and
Gold deposits in four exceptional, historical mining project areas spanning Sweden and Norway.
The Company aims to discover new economic mineral dep osits in known mining districts that
have seen little or no modern exploration techniques. The Company is led by an experienced
management team and technical team, with successful t rack records in mineral discovery,
mining development and financing.
On behalf of Boreal Metals Corporation
Karl Antonius, President
For more information on Boreal please visit the Company website at www.borealmetals.com or
contact Alexandra Woodyer Sherron at +1.604.218.5030 or [email protected] .
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Statements
This news release contains certain statements that may be deemed “forward‐looking statements”. Forw ard‐looking statements are statements
that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”,
“estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur.
Although Boreal Metals Corp. believes the expectations expressed in such forward‐looking statements are based on reasonable assumptions,
such statements are not guarantees of future performance, are subject to risks and unc ertainties, and actual results or realities may differ
materially from those in the forward‐looking statements. Such material risks and uncertainties include, but are not limited to, the closing of the
SFOD Offering and the Private Placement, the approval of the Exchange as to the listing of the Common Shares and the Warrants, Boreal Metals
Corp.’s ability to raise sufficient capital to fund its obligations under its property option agreements, to maintain its mineral tenures and
concessions in good standing, to explore and develop its projects, to repay its debt and for genera l working capital purposes; changes in
economic conditions or financial markets; the ability of Boreal Metals Corp. to obta in the necessary permits and consents required to explore,
drill and develop the projects and if obtained, to obtain such permits and consents in a timely fashion relative to Boreal Metals Corp.’s plans
and business objectives for the projects; the general ability of Boreal Metals Corp. to drill test its projects and find mineral resources; if any
mineral resources are discovered or acquired, the Company’s ability to monetize any such mineral resources; and changes in environmental
and other laws or regulations that could have an impact on the Company’s operations. For ward‐looking statements are based on the
reasonable beliefs, estimates and opinions of Boreal Metals Corp.’s management on the da te the statements are made. Except as required by
law, Boreal Metals Corp. undertakes no obligation to update these forward‐looking statements in the event that management’s beliefs,
estimates or opinions, or other factors, should change.