Through Unit of $0.285
Treasury Announces C$2.3 Million Bought
Deal Private Placement
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN
THE
UNITED STATES
/
TSX: TML
TORONTO
,
Nov. 1, 2019
/CNW/ -
Treasury Metals Inc. ("Treasury" or the "Company") (TSX:
TML)
is pleased to announce that it has entered into an agreement with a syndicate of underwriters
led by PI Financial Corp. (collectively, the "Underwriters") including Haywood Securities Ltd.,
pursuant to which the Underwriters have agreed to purchase, on a "bought deal" private placement
basis, 8,100,000 flow-through units (the "Flow-Through Units") of the Company, at a price per Flow-
Through Unit of
$0.285
(the "Issue Price"), for gross proceeds of
C$2,308,500
(the "Offering"). The
Issue Price represents a premium of approximately 14% to the closing price of the Corporation's
common shares on the Toronto Stock Exchange on
October 31
, 2019.
Each Flow-Through Unit shall be comprised of one common share of the Company issued on a flow-
through basis ("Flow-Through Share") and one-half of one common share purchase warrant to be
issued on a non-flow-through basis (each whole such warrant, a "Warrant"). Each whole Warrant
shall entitle the holder thereof to acquire one common share of Treasury at a price of
$0.45
for a
period of 24 months following the closing of the Offering, and, at the discretion of the Company, may
be subject to acceleration and called prior to the expiry date in the event that the closing price of the
Common Shares is
$0.75
or more for twenty consecutive trading days. The Flow-Through Shares
will qualify as "flow-through shares" (within the meaning of subsection 66(15) of the Income Tax Act
(
Canada
).
The Company has also granted the underwriters an option to purchase up to an additional 1,620,000
Flow-Through Units to cover over-allotments, exercisable in whole or in part at any time prior to the
closing date of the Offering.
The gross proceeds from the sale of the Flow-Through Shares will be used for general exploration
expenditures on Treasury's properties located in
Ontario
. The exploration program will fund a
10,000-metre infill and expansion drilling program with the initial 5,000-metres focused on the C
Zone Resource Area where several significant gold intersections have been found and the additional
5,000-metres will drill test both down dip and along strike targets identified in the downhole IP
Survey and recent mine scheduling modelling work (see press release dated
October 24, 2019
).
The Offering is scheduled to close on or about
November 21, 2019
, or such other date as agreed
between the Company and the underwriters, and is subject to certain conditions including, but not
limited to, the receipt of all necessary regulatory and other approvals including the approval of the
Toronto Stock Exchange.
In connection with the Offering, the underwriters will receive on closing of the Offering: (i) a cash
commission of 6.0% of the gross proceeds of the Offering, excluding gross proceeds from the
issuance of Flow-Through Units on a president's list to be agreed upon by the Company and the
Underwriters (the "President's List") for which a commission of 3.0% of such gross proceeds will be
paid by the Company to the Underwriters; and (ii) that number of non-transferable compensation
options as is equal to (a) 6.0% of the aggregate number of Flow-Through Units sold under the
Offering, excluding those Flow-Through Units sold to subscribers on the President's List, and (b)
3.0% of the aggregate number of Flow-Through Units sold under the Offering to participants on the
President's List. Each compensation option shall be exercisable into one common share of the
Company at a price of
$0.285
per common share for a period of 24 months from the closing date of
the Offering.
This news release does not constitute an offer to sell or a solicitation of an offer to sell 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
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 available.
About Treasury Metals
Treasury Metals Inc. is a gold focused exploration and development company with assets in
Canada
and is listed on the Toronto Stock Exchange ("TSX") under the symbol "TML" and on the OTCQX®
Best Market under the symbol TSRMF. Treasury Metals Inc.'s 100% owned Goliath Gold Project in
northwestern
Ontario
is slated to become one of
Canada's
next producing gold mines. With first-rate
infrastructure currently in place and gold mineralization extending to surface, Treasury Metals plans
on the initial development of an open pit gold mine to feed a 2,500 tonne per day processing plant
with subsequent underground operations in the latter years of the mine life.
Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in
the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of
this release.
Forward-looking statements:
This news release contains forward-looking statements. All statements, other than of
historical facts, that address activities, events or developments that the Company believes,
expects or anticipates will or may occur in the future including, without limitation, the
completion of the Offering as described herein are forward-looking statements. Forward-
looking statements are generally identifiable by use of the words "will", "should",
"continue", "expect", "anticipate", "estimate", "believe", "intend", "to earn", "to have', "plan"
or "project" or the negative of these words or other variations on these words or comparable
terminology. Forward-looking statements are subject to a number of risks and uncertainties,
many of which are beyond the Company's ability to control or predict, that may cause the
actual results of the Company to differ materially from those discussed in the forward-
looking statements. Factors that could cause actual results or events to differ materially
from current expectations include, among other things, failure to obtain any necessary
regulatory approvals, the termination of any agreement governing the Offering, general
business and economic conditions, changes in world gold markets, sufficient labour and
equipment being available, changes in laws and permitting requirements, unanticipated
weather changes, title disputes and claims, environmental risks as well as those risks
identified in the Company's annual Management's Discussion and Analysis. Should one or
more of these risks or uncertainties materialize, or should assumptions underlying the
forward-looking statements prove incorrect, actual results may vary materially from those
described and accordingly, readers should not place undue reliance on forward-looking
statements. Although the Company has attempted to identify important risks, uncertainties
and factors which could cause actual results to differ materially, there may be others that
cause results not to be as anticipated, estimated or intended. The Company does not intend,
and does not assume any obligation, to update these forward-looking statements except as
otherwise required by applicable law.
SOURCE
Treasury Metals Inc.
View original content:
http://www.newswire.ca/en/releases/archive/November2019/01/c4939.html
%SEDAR: 00027114E
For further information:
Greg Ferron, Chief Executive Officer, Treasury Metals: 416-214-4654,
CO: Treasury Metals Inc.
CNW 11:01e 01-NOV-19