Files Prospectus for Proposed Dual-Listing on the ASX
Legal/86350985_2
Resouro Strategic Metals Inc.
Files Prospectus for Proposed Dual-Listing on the ASX
Toronto, Ontario - (Newswire – May 1, 2024) – Resouro Strategic Metals Inc. (TSX-V: RSM )
(FSE: BU9 ) (OTC: RSGOGF) ("RSM", "Resouro" or the " Company") is pleased to announce
that the Company has lodged a prospectus (" Prospectus") with the Australian Securities and
Investments Commission in relation to its proposed dual listing on the Australian Securities
Exchange (“ASX”).
Under the Prospectus the Company will offer 16,000,000 CHESS Depository Interests over
common shares in the capital of the Company (“ CDIs”) at an offer price of A UD$0.50
(approximately C$0. 45) per CDI to raise gross proceeds of AUD$8.0 million (approximately
C$7.2 million) ("the Offer"). Each CDI will represent a beneficial interest in 1 common share of
Resouro. The Offer is expected to open on May 9, 2024 with the expected commencement of
trading on the ASX to be on or around June 4, 2024.
Taylor Collison Limited , an Australian broker, has been appointed as the Lead Manager for the
ASX listing process . As compensation for its services, the Lead Manager will receive a capital
raising fee of AUD$440,000 ( approximately CAD$396,000), which is equal to 5.5% of the
aggregate gross proceeds of the Offer and will be issued 1,843,643 stock options in the Company
at an exercise price of AUD$0.75 (approximately CAD$0.68, vesting immediately, and expiring
three years from the date of issue.
Resouro plans to use the net proceeds raised pursuant to the dual listing to increase shareholder
value through the identification, exploration, definition and development of its Tiros Project and
Novo Mundo Project resources. The net proceeds will also be used to meet working capital
requirements.
Commenting on the additional listing, President , CEO and major shareholder of Resouro, Chris
Eager, said:
“We’re excited to take this important step towards broadening our investor base and enhancing
liquidity. Australia’s vibrant capital market presents a compelling opportunity for Resouro to
engage with a diverse group of investors who share our passion for rare earths, titanium and
gold.”
The dual listing is subject to regulatory approval and market conditions. Upon completion,
Resouro’s shares will be tradable on the TSXV, the Frankfurt Stock Exchange (FSE) , the Over -
the-Counter market in the USA (OTC) and the ASX, providing investors with increased flexibility
and accessibility.
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In accordance with section 734(6) of the Australian Corporations Act 2001 (Cth), the Company
advises in respect of the offer of CDIs under the Prospectus:
• the issuer of the CDIs is Resouro Strategic Metals Inc. ARBN 671 716 457;
• the Prospectus is available online for Australian residents only at www.resouro.com or by
contacting the Company by email at [email protected];
• the offer of CDIs will only be made in, or accompanied by, a copy of the Prospectus;
• a person should consider the Prospectus in deciding whether to acquire the CDIs;
• anyone who wishes to acquire the CDIs will need to complete the application form that will be
in, or will accompany, the Prospectus;
• the offer of CDIs under the Prospectus will only be made available to persons receiving the
Prospectus in Australia and certain investors in Canada, New Zealand, Singapore, and the
United Kingdom.
A copy of the prospectus will be available on SEDAR+ at www.sedarplus.ca under the
Company’s profile. However, CDIs may not be offered or sold within Canada or for the account
of any Canadian residents except in transactions exempt from, or not subject to, the prospectus
and registration requirements of applicable Canadian securities laws.
About Resouro Strategic Metals Inc.
Resouro is a Canadian -based mineral exploration and development company focused on the
discovery and advancement of economic mineral projects in Brazil, including the rare earth
elements and titanium Tiros Project and the Novo Mundo and Santa Angela gold projects.
The Tiros Project, located in northern Minas Gerais, Brazil , is an early-stage exploration project
focused on rare earth elements and titanium covering an area of approximately 450 km2. The Tiros
Project comprises 17 exploration permits, and one exploration permit application held by the
Company's Brazilian subsidiary; and 6 exploration permits and one exploration permit application
that have been validly assigned to the Company's Brazilian subsidiary and are awaiting ANM
approval. The Company holds, via its wholly owned Brazilian subsidiary, a 90% interest in the
Tiros Project and the remaining 10% interest in the Tiros Project is held by RBM Consultoria
Mineral Eireli (RBM), an unrelated third -party vendor.
The Novo Mundo Project is located in the Alta Floresta Gold Province close to the northern border
of the state of Mato Grosso, central Brazil. Within the licensed area is the small town of Novo
Mundo, which is 30km west from the larger town of Guarantã do Norte. It comprises three
exploration permits. The Company also ha s another interest in an exploration permit , being the
Santa Angela Project, which is not considered material to the Company’s operations. Interests in
the Novo Mundo Project and Santa Angela Project are held via the Company’s wholly owned
subsidiary.
For further information, please contact the Company at:
Chris Eager, CEO
Phone: +44 -738-805-7980
For Investor inquiries
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On behalf of the Board of Directors,
Chris Eager, President & CEO
RESOURO STRATEGIC METALS INC.
Learn more about the Company on its website: https://resouro.com
Forward-Looking Information
This news release contains "forward-looking information" and "forward-looking statements" (collectively,
"forward-looking statements") within the meaning of the applicable Canadian securities legislation. All
statements, other than statements of historical fact, are forward -looking statements and are based on
expectations, estimates and projections as at the date of this news release. Any statement that involves
discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions,
future events or performance (often but not always using phrases such as "expects", or "does not expect",
"is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts",
"estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions,
events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not
statements of historical fact and may be forward -looking statements.
In this news release, forward-looking statements relate to, among other things, the completion of the Offer, the
use of proceeds of the Offer and the proposed ASX listing. Forward-looking information is based on the
opinions and estimates of management at the date the statements are made and are subject to a variety of
risks and uncertainties and other factors that could cause actual events or results to differ materially from
those anticipated in the forward-looking information. Some of the risks and other factors that could cause
the results to differ materially from those expressed in the forward-looking information include, but are not
limited to: general economic conditions in Canada and globally; industry conditions, including
governmental regulation and environmental regulation; failure to obtain industry partner and other third
party consents and approvals, if and when required, including obtaining final acceptance from the TSXV
and the ASX; the availability of capital on acceptable terms; the need to obtain required approvals from
regulatory authorities; stock market volatility; liabilities inherent in the mining industry; competition for,
among other things, skilled personnel and supplies; incorrect assessments of the value of acquisitions;
geological, technical, processing and transportation problems; changes in tax laws and incentive
programs; failure to realize the anticipated benefits of acquisitions and dispositions; and the other factors.
Readers are cautioned that this list of risk factors should not be construed as exhaustive.
The forward-looking information contained in this release is made as of the date hereof and the Company
is not obligated to update or revise any forward -looking information, whether as a result of new
information, future events or otherwise, except as required by applicable securities laws. Due to the risks,
uncertainties and assumptions contained herein, investors should not place undue reliance on forward-
looking information. The forward-looking information contained in this news release is expressly qual ified by
this cautionary statement. We undertake no duty to update any of the forward -looking information to conform
such information to actual results or to changes in our expectations except as otherwise required by applicable
securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies
of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of the content of this
release.
This press release does not constitute an offer to sell or a 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 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 a vailable.