Full Metal Minerals Announces TSXV Approval of the Private Placement, Closing of Shares for Debt Transaction and Fundamental Acquisition, Resumption of Trading and Provides Corporate Update
April 29, 2021
(FMM 2021 NR #4)
Full Metal Minerals Announces TSXV Approval of the Private Placement,
Closing of Shares for Debt Transaction and Fundamental Acquisition,
Resumption of Trading and Provides Corporate Update
Vancouver, BC – April 29, 2021 – Full Metal Minerals Ltd. (FMM -TSX:V) (“Full Metal ” or the
“Company”) is pleased to announce that the TSX Venture Exchange (the " TSXV") has provided the
Company with final approval of: (i) its previously announced non-brokered private placements that closed
in two tranches on March 9 and March 22, 2021 (see press releases disseminated on April 20, 2018,
October 8, 2020, December 24, 2020, March 9, 2021 and March 22, 2021 for further details) (the "Private
Placements"); (ii) the option letter agreement dated February 25, 2020, as amended July 30, 2020, August
28, 2020, December 15, 2020, February 1, 2021 and March 12, 2021 (the "Option Agreement"), between
the Company and GSP Resource Corp.'s (“GSPR”) pursuant to which the Company acquired an option to
earn a 60% interest in GSPR's Olivine Mountain property (the “ Property”) in the Similkameen Mining
Division, British Columbia (press releases disseminated February 26, 2020, July 31, 2020, October 8, 2020,
December 24 , 20 20, February 18, 2021 and March 22, 2021 for further details) (the “ Fundamental
Acquisition”); and (iii) the issuance of up to 30,056,528 common shares o f the Company ("Shares") at a
deemed price of $0.08 per Share to settle certain outstanding accounts payable and contingent liabilities in
the aggregate amount of $2,404,522.37 owing to certain creditors (press release disseminated December 24,
2020 for further details) (the "Shares for Debt Transaction").
Resumption of Trading
As a result of the TSXV's approval of the Fundamental Acquisition, the Private Placements and the Shares
for Debt Transaction, th e Company confirms that previous deficiencies with the Company's Tier 2
Continued Listing Requirements (as such term is defined under TSXV policies) reflected in the Company’s
most recent financial statements have been remedied in accordance with Section 2 .1 of TSXV Policy 2.5.
Effective at market open, Friday, April 30, 2021, the Company is pleased to announce that the securities of
Company will resume trading on the TSXV.
Fundamental Acquisition
Pursuant to the Option Agreement, as consideration for the acquisition of the interest in the Property, the
Company will (i) pay to GSPR an aggregate of $515,000 over the 48 month period following the acceptance
of the TSXV of the Option Agreement (the " Acceptance Date"); (ii) incur expenditures in the aggregate
amount of $500,000 during the 48 month period following the Acceptance Date; (iii) and issue an aggregate
of 350,000 Shares during the 48 month period following the Acceptance Date. The Company has completed
the first cash payment of $40,000 and issued 100,000 Shares to GSPR pursuant to the payment schedule in
the Option Agreement.
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All securities issued under the Fundamental Acquisition are subject to a four month and one day hold period.
The Fundamental Acquisition is an arm’s length transaction. No finder’s fees were paid in respect of the
Fundamental Acquisition. A copy of the Option Agreement can be found on the Company's SEDAR profile
at sedar.com.
Filing of Technical Report for Olivine Mountain
The Company advises that the N ational Instrument 43-101 independent technical report for the Property
titled “Technical Report on the Olivine Mountain Property” with an effective date of July 27, 2020 has been
filed under the Company's profile on SEDAR at sedar.com.
The qualified person responsible for the technical report is Agnes M. Koffyberg, M.Sc., P.Geo of Discovery
Consultants.
Private Placement
In connection with the closing of the Fundamental Acquisition, the Company also reports that it has released
its Shares from trust from the Private Placement s that closed in two tranches on March 9 and March 22,
2021. The Private Placements was closed in trust pending final acceptance of the Fundamental Acquisition
by the TSXV. The Company issued 23,125,000 Shares for gross proceeds of $1,850,000 under the Private
Placements.
The Company intends to use the proceeds of the Private Placements primarily for exploration expenses,
project evaluation and due diligence, along with general and administrative expenses and working capital.
Shares for Debt Transaction
The Company also announces that the Company has closed the Shares for Debt Transaction, pursuant to
which t he Company issued 30,056,528 Shares at a deemed price of $0.08 per Share to settle certain
outstanding accounts payable and contingent liabilities in the aggregate amount of $2,404,522.37 owing to
certain creditors. .
The Company obtained disinterested shareholder approval of the Shares for Debt Transaction by way of
written shareholder consents. All Shares are subject to a four-month and one-day hold period in addition to
any escrow requirements imposed by the TSXV.
The Shares issued to the debt assignees pursuant to the Shares for Debt Transaction are subject to escrow
provisions identical to those imposed by the standard TSX Value Secur ity Escrow Agreement for a Tier 2
Issuer (as described in TSXV Policy 5.4 – Escrow, Vendor Consideration and Resale Restrictions). Pursuant
to these escrow requirements, 10% of the Shares issued to the debt assignees will be released from escrow
on the date of the TSXV bulletin announcing the Shares for Debt Transaction (the “TSXV Bulletin”), and
15% of such Shares will be released every six months from the date of the TSXV Bulletin for a period of
36 months.
Under the Shares for Debt Transaction, Peter Voulgaris, President, Chief Executive Officer and Director of
the Company, acquired 4,969,745 Shares at a deemed price of $0.0 8 per Share. His participation is
considered to be a "related party transaction" as defined under Multilateral Instrument 61 -101 ("MI 61-
101"). The transaction is exempt from the formal valuation and minority shareholder approval requirements
of MI 61 -101 as neither the fair market value of the securities to be distributed in the Shares for Debt
Transaction nor the consideration to be received for those securities, in so far as the Shares for Debt
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Transaction involves the insider, exceeds $2,500,000. The Company did not file a material change report
more than 21 days before the expected closing of the Shares for Debt Transaction as the details of the Shares
for Debt Transaction and the participation therein by related parties of the Company were not settled until
shortly prior to closing and the Company wished to close on an expedited basis for sound business reasons.
As a result of the Shares for Debt Transaction, Peter Voulgaris acquired 4,969,745 Shares at a deemed price
of $0.0 8 per Share and now beneficially owns or controls 8,011,899 common shares of the Company,
representing approximately 13.53% of the Company’s 59,212,456 issued and outstanding Shares on an
undiluted basis. The Shares were issued to Mr. Voulgaris in settlement of $397,579.60 of outstanding debt
previously owing to Mr. Michael Williams, CEO of the Company . Mr. Voulgaris intends to hol d his
common shares for investment purposes. Although Mr. Voulgaris does not intend to acquire further common
shares of the Company at this time, he may choose to do so as market conditions warrant. A copy of the
early warning report filed by Mr. Voulgaris, in accordance with applicable securities laws, is available under
the profile for the Company on SEDAR (www.sedar.com). To obtain a copy of the early warning report, or
for any further information, please contact the Company at the details provided below.
Corporate Update
Further to t he Company's press release disseminated on December 24, 2020, Mr. Peter Voulgaris was
appointed as President and Chief Executive Officer of the Company , and Ms. Sheryl Dhillon resigned as
Corporate Secretary of the Company, e ffective December 22, 2020. Mr. Voulgaris replaced Mr. Michael
Williams, who remains a director and Non-Executive Chairman of the Company.
As previously disclosed in the Company's management, discussion and analysis, the Company previously
advanced loans in the aggregate of $182,000 (the "Loan") to Vendetta Mining Corp. (“Vendetta”) pursuant
to promissory notes entered into on May 10 and May 31, 2019. Vendetta owns the Pegmont Lead -Zinc
project in Australia. At the time the Loan was made the Company was exploring opportunities to expand
into Australia (and continues to do so) and the Company advanced the Loan in order to support potential
synergies with Vendetta’s mineral exploration and development business operations in Australia . The
Company advanced the first $110,000 of the Loan to Vendetta on May 10, 2019 and a further $72,000 of
the Loan to Vendetta on May 31, 2019.
CEO and President, Peter Voulgaris stated: “We are currently evaluating several opportunities in low risk
jurisdictions, including Australia , with the goal of making Full Metal a leadi ng junior development
company”.
Pursuant to the terms of the promissory notes, the Loan accrues interest at a rate of 7% per annum payable
on or before May 10 and May 31, 2021. The Company continues to have ongoing discussions with Vendetta
to ensure that the Loan is repaid as soon as possible.
Michael Williams, a director of the Company, is the President, Chief Executive Officer and a director of
Vendetta. Peter Voulgaris, President, Chief Executive Officer and a director of the Company, is a director
of Vendetta. Alastair Brownlow, Chief Financial Officer and Corporate Secretary of the Company, is the
Chief Financial Officer of Vendetta.
ON BEHALF OF THE BOARD OF DIRECTORS
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“Peter Voulgaris”
Peter Voulgaris
President/CEO and Director
For more information please contact:
Peter Voulgaris
604-484-7855
Suite 1500, 409 Granville Street, Vancouver, BC V6C 1T2
Telephone: 604-484-7855 Fax: 604-484-7155
Email [email protected]
www.fullmetalminerals.com
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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 release.
Cautionary Note Regarding Forward -Looking Statements: This press release includes certain forward -looking
statements and forward -looking information (together, “forward-looking statements”). All statements other than
statements of historical fact included in this release, including, without limitation, statements regarding, the
Fundamental Acquisition, the Private Placements and the use of proceeds thereof, the Option Agreement and the
issuance of the Shares thereunder, the Loan and the anticipated repayment of the Loan, future development plans and
expansion into Australia and other future plans and objectives of the Company are forward-looking statements. There
can be no assurance that such statements will prove to be accurate and actual results and future events may vary from
those anticipated in such statements. Important risk factors that could cause actual results to differ materially from
the Company's plans or expectations include failure to close the Acquisition, failure to be able to use the proceeds from
the Private Placements as anticipated, inability to proceed with future development plans and expansion into Australia,
a failure to obtain TSXV approval of the Option Agreement and the issuance of the Shares thereunder or the Loan,
failure to raise sufficient funds on the proposed terms or at all and failure to exercise the Property option or failure to
be repaid the Loan on the terms described. The forward-looking statements in this press release were developed based
on the assumptions and expectations of management, including that TSXV acceptance for the Acquisition, the Option
Agreement and the issuance of the Shares thereunder and the Loan will be obtained, that the Loan will be repaid as
anticipated, that the Company will be able to use the proceeds from the Private Placements as anticipated , that the
Company will be able to meet future development plans and expand into Australia, and the other assumptions disclosed
in this press release and that the risks described above will not materialize. There can be no assurance that the
Financing or the exercise of the Option will complete. The Company expressly disc laims any intention or obligation
to update or revise any forward-looking statements whether as a result of new information, future events or otherwise,
except as otherwise required by applicable securities legislation.
This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale
of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such jurisdiction, including the United States. The securities referenced
in this press release 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 the United States or to,
or for the account or benefit of, a “U.S. person,” as such term is defined in Regulation S under the U.S. Securities Act,
unless an exemption from such registration requirements is available.