Treasury Metals Closes $17.6 Million Financing and Announces Partial Assignment of Convertible Debt to Sprott Resource Lending
Treasury Metals Closes $17.6 Million
Financing and Announces Partial Assignment
of Convertible Debt to Sprott Resource
Lending
/NOT FOR DISTRIBUTION TO
UNITED STATES
NEWS WIRE SERVICES OR FOR
DISSEMINATION IN
THE UNITED STATES
/
TSX: TML
OTCQX: TSRMF
TORONTO
,
March 10, 2021
/CNW/ -
Treasury Metals Inc.
(TSX: TML) ("
Treasury
" or the
"
Company
") is pleased to report that it has closed its previously announced private placements of
an aggregate of approximately 10.6 million non-flow-through special warrants (the "
NFT Special
Warrants
") on a "bought deal" basis at a price of
$0.95
per NFT Special Warrant (the "
NFT Issue
Price
") and approximately 6.8 million flow-through special warrants (the "
FT Special Warrants
" and
together with the NFT Special Warrants, the "
Special Warrants
") on a best efforts agency basis at
a price of
$1.10
per FT Special Warrant (the "
FT Issue Price
") for total gross proceeds to the
Company of approximately
$17.6 million
(the "
Offering
"). The Company is also pleased to announce
that a portion of its convertible debt was assigned to Sprott Private Resource Lending II (Collector),
LP ("
Sprott Resource Lending
") and certain terms of the Company's convertible debt were
amended.
Jeremy Wyeth
, President and CEO, commented: "We are pleased to have closed the financing
which funds our exploration and development activities for 2021. We are in the final planning stages
of our 2021 drilling program across our 330-square-kilometre land package, and will provide an
update on our plans in the coming days. On the project development side, we have recently
tendered for the primary contractor to lead the Goliath Gold Complex pre-feasibility study work and
anticipate making a decision in the near future. We look forward to a busy 2021 and making
significant progress on what we believe is one of
Ontario's
next gold mines."
"The acquisition of our convertible debt by Sprott Resource Lending provides us with further financial
flexibility, including an extended maturity date for the loan and additional flexibility in respect of
interest payments more appropriate to a company of our stage. We welcome Sprott Resource
Lending as both a lender and equity investor as we move forward with the development of the
Goliath Gold Complex," added Mr. Wyeth.
The Offering was led by Haywood Securities Inc., and Cormark Securities Inc., as joint bookrunners,
and together with Sprott Capital Partners LP, as co-lead underwriters and agents, in each case on
behalf of themselves and on behalf of a syndicate of underwriters and agents including PI Financial
Corp., iA Private Wealth Inc., and Paradigm Capital Inc.
Each Special Warrant will be exercisable to acquire one common share of the Company (each a
"
Common Share
"). The FT Special Warrants will be "flow-through shares" for purposes of the
Income Tax Act
(
Canada
).
The Special Warrants will be exercisable by the holders thereof at any time for no additional
consideration and all unexercised Special Warrants will be deemed to be exercised and
surrendered, without any further action or payment of additional consideration by the holder thereof,
at the earlier of: (a)
4:59 p.m.
on
July 11, 2021
; and (b) the fifth business day after a receipt is
issued for a (final) prospectus (the "
Final Qualification Prospectus
") by the securities regulatory
authorities in each of the Offering provinces
Canada
, qualifying for distribution the Common
Shares. The Company will use commercially reasonable efforts to obtain such receipt on or prior to
April 15
, 2021. Until a receipt is issued for the Final Qualification Prospectus, the Special Warrants
(and any Common Shares issued on exercise thereof) will be subject to a hold period under
applicable Canadian securities laws expiring
July 11, 2021
.
The net proceeds of the NFT Special Warrants will be used to fund exploration and trade-off
optimization studies as part of the pre-feasibility study work and development of the Company's
Goliath Gold Complex projects, as well as for general working capital purposes. The gross
proceeds from the sale of the FT Special Warrants will be used by the Company to incur eligible
"Canadian exploration expenses" that qualify as "flow-through mining expenditures" (within the
meaning of the
Income Tax Act
(
Canada
)), related to the Company's Goliath Gold Complex projects
in Ontario. The Company has agreed to renounce such Canadian exploration expenses with an
effective date of no later than December 31, 2021, in an aggregate amount of not less than the total
amount of the gross proceeds raised from the issuance of FT Special Warrants.
The Offering constituted a related party transaction within the meaning of Multilateral Instrument 61-
101 ("
MI 61-101
") as insiders of the Company subscribed for an aggregate of 140,264 Special
Warrants. The Company is relying on the exemptions from the valuation and minority shareholder
approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the
fair market value of the participation in the Offering by insiders does not exceed 25% of the market
capitalization of the Company, as determined in accordance with MI 61-101. The participants in the
Offering and the extent of such participation were not finalized until shortly prior to the completion of
the Offering. Accordingly, the Company was not able to publicly disclose details of the nature and
extent of related party participation in the Offering pursuant to a material change report filed at least
21 days prior to the completion of the Offering.
Closing of the Offering remains subject to certain regulatory approvals including the final approval of
the Toronto Stock Exchange (the "
TSX
").
The Special Warrants issued under the Offering were offered by way of private placement
exemptions in each of the Offering provinces
Canada
. The Special Warrants and the Common
Shares are subject to a statutory four-month hold period in accordance with Canadian securities
legislation subject to qualification of the under the Common Shares issued on exercise of the Special
Warrants under the Final Qualification Prospectus.
The securities referred to in this news release have not been, nor will they be, registered
under the United States Securities Act of 1933, as amended, and may not be offered or sold
within
the United States
or to, or for the account or benefit of, U.S. persons absent U.S.
registration or an applicable exemption from the U.S. registration requirements. This news
release does not constitute an offer for sale of securities, nor a solicitation for offers to buy
any securities. Any public offering of securities in
the United States
must be made by means
of a prospectus containing detailed information about the Company and management, as
well as financial statements.
Convertible Debt Amendment
Extract Advisors LLC, agent for the Company's convertible debt, agreed to certain amendments to
the facility agreement, including the extension of the debt by seven months to
June 30, 2023
and the
addition of the ability, at the Company's option, to make future interest payments in cash, shares or
as payment in kind, in exchange for the removal of a call feature in favour of the Company.
To view further details about the Goliath Gold Complex projects, please visit the Company's website
at
www.treasurymetals.com
.
About Treasury Metals Inc.
Treasury Metals Inc. is a gold focused company with assets in Canada. Treasury's Goliath Gold
Complex ("
GGC
"), which includes the Goliath, Goldlund and Miller projects, is located
in Northwestern Ontario. The GGC projects benefit substantially from excellent access to the Trans-
Canada Highway, related power and rail infrastructure, and close proximity to several communities
including Dryden,
Ontario
. The Company also owns several other projects throughout Canada,
including the Lara Polymetallic Project, Weebigee-Sandy Lake Gold Project JV, and grassroots gold
exploration property Gold Rock.
Forward-Looking Statements
Certain information set forth in this news release contains "forward-looking statements", and
"forward-looking information under applicable securities laws. Except for statements of historical
fact, certain information contained herein constitutes forward-looking statements, which include the
use of proceeds from the Offering, the issuance of a receipt for a Final Qualifying Prospectus, the
necessary approvals for the Offering including the approval of the TSX, updates with respect to the
Company's 2021 drilling program, decisions relating to the primary contractor to lead the Goliath
Gold Project pre-feasibility study work, qualification of the FT Special Warrants as flow-through
shares, the timing of a receipt for the Final Qualification Prospectus, hold periods on the Special
Warrants and Common Shares, funding exploration and trade-off optimization studies, renouncing by
the Company of Canadian exploration expenses and the terms of amendments of the facility
agreement and are based on the Company's current internal expectations, estimates, projections,
assumptions and beliefs, which may prove to be incorrect. Some of the forward-looking statements
may be identified by the use of conditional or future tenses or by the use of such words such as
"will", "expects", "may", "should", "estimates", "anticipates", "believes", "projects", "plans", and
similar expressions, including variations thereof and negative forms. These statements are not
guarantees of future performance and undue reliance should not be placed on them.
Such forward-looking statements necessarily involve known and unknown risks and uncertainties,
which may cause the Company's actual performance and financial results in future periods to differ
materially from any projections of future performance or results expressed or implied by such
forward-looking statements. These risks and uncertainties include, but are not limited to: receipt of
necessary regulatory approvals relating to the Offering including approval of the TSX, that the
issuance of a receipt for a Final Qualifying Prospectus may be delayed or may not be received by
the Company at all, difficulties identifying and retaining a primary contractor to lead the Goliath Gold
Project pre-feasibility study work, 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
Information Form and its most recent Management Discussion and Analysis.
There can be no assurance that forward-looking statements will prove to be accurate, and actual
results and future events could differ materially from those anticipated in such statements. The
Company undertakes no obligation to update forward-looking statements if circumstances or
management's estimates or opinions should change except as required by applicable securities
laws. The reader is cautioned not to place undue reliance on forward-looking statements. The
Company disclaims any intention or obligation to update or revise any forward-looking statement,
whether as a result of new information, future events or otherwise, except to the extent required by
securities legislation.
SOURCE
Treasury Metals Inc.
View original content:
http://www.newswire.ca/en/releases/archive/March2021/10/c5083.html
%SEDAR: 00027114E
For further information:
Contact Information: Jeremy Wyeth, President and CEO, T: +1 416 214
4654; Nicholas Van Dyk, Vincic Advisors, T: +1 604 364 5752, Email: [email protected],
Twitter @TreasuryMetals
CO: Treasury Metals Inc.
CNW 12:50e 10-MAR-21