Search Minerals Announces Guaranteed Rights Offering for $1,366,055
Search Minerals Announces Guaranteed Rights Offering for $1,366,055
VANCOUVER, British Columbia, May 02, 2019 -- Search Minerals Inc. (“Search” or the “Company”) (TSXV: SMY) , is
pleased to announce that it will be proceeding with a guaranteed rights offering to raise $1,366,055. The Company will be
offering rights to holders of its Common Shares at the close of business on the record date of May 10, 2019 on the basis of
one right for each four (4) Common Shares held (the “Rights Offering”). Each right will entitle the holder to subscribe for one
share of the Company (a “Share ”) upon payment of a subscription price of $0.03 per Share.
The rights will not trade on the TSX Venture Exchange (“TSXV). The Rights offering will expire at 2:00 p.m. (Vancouver time)
on June 14, 2019 (the “Expiry Time ”), after which time unexercised rights will be void and of no value. Shareholders who fully
exercise their rights will be entitled to subscribe for additional Shares, if available as a result of unexercised rights prior to the
Expiry Time, subject to certain limitations set out in the Company’s Rights Offering circular.
Details of the Rights Offering will be set out in the Rights Offering notice and Rights Offering circular which will be available
under the Company’s profile at www.sedar.com. The Rights Offering notice and accompanying rights certificate will be mailed
to each eligible shareholder of the Company as at the record date. Registered shareholders who wish to exercise their rights
must forward the completed rights certificate, together with the applicable funds, to the rights agent, Computershare Investor
Services Inc., on or before the Expiry Time. Shareholders who own their Common Shares through an intermediary, such as a
bank, trust company, securities dealer or broker, will receive materials and instructions from their intermediary. Rights
delivered to brokers, dealers or other intermediaries may not be delivered by those intermediaries to beneficial shareholders
who are residents in a jurisdiction outside of Canada.
The Company currently has 182,140,678 Common Shares outstanding. A maximum of 45,535,170 Shares will be issued under
the Rights Offering. If all the rights issued are validly exercised, the offering will raise gross proceeds of approximately
$1,366,055, the net proceeds of which will be used to reduce trade payables, repay loan advances to InCoR Holdings PLC
(“InCor”), mineral resource estimate for Deep Fox, an updated Preliminary Economic Assessment report to include both Deep
Fox and Foxtrot resources, pilot plant optimization costs, exploration work to maintain licenses, environmental baseline work
and general working capital.
Standby Guarantee
In connection with the Rights Offering, the Company has entered into a standby guarantee agreement (the “ Standby
Guarantee ”) with InCoR. Under the Standby Agreement, InCoR has agreed to subscribe for, and the Company has agreed to
issue, all Units that are not otherwise purchased by the Company’s shareholders, up to the amount of $1,366,055. The
Standby Guarantee has been approved by the independent directors of the Company. As consideration for the Standby
Guarantee, The Company will also grant InCoR compensation warrants (“Compensation Warrants”) entitling InCoR to acquire
up to that number of Common Shares equal to 25% of the number of Units distributed pursuant to the Rights Offering, with
each Compensation Warrant exercisable at $0.05, to acquire one Common Share for a period of sixty (60) months from the
date of the closing of the Rights Offering.
Closing of the Rights Offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory
approvals, including the approval of the TSX Venture Exchange.
About Search Minerals Inc.
Led by a proven management team and board of directors, Search is focused on finding and developing resources within the
emerging Port Hope Simpson Critical Rare Earth Element (“ CREE”) District of South East Labrador (the “ District”). The
Company controls a belt 70 km long and 8 km wide including its 100% interest in the FOXTROT Project, which is road
accessible and at tidewater. Exploration efforts have advanced “Deep Fox” and “Fox Meadow” as significant new CREE
prospects very similar to and in close proximity to the original FOXTROT discovery. While the Company has identified more
than 20 other prospects in the District, its primary objective remains development of FOXTROT. The delineation of additional
resources will ensure competitive-low cost production beyond the 14-year mine life outlined in the FOXTROT PEA (April 2016.)
The FOXTROT Project has a low capital cost to bring the initial project into production ($152 M), a short payback period and is
scalable due to Search’s proprietary processing technology.
The preliminary economic assessment is preliminary in nature and includes inferred mineral resources that are considered too
speculative geologically to have the economic considerations applied to them that would enable them to be categorized as
mineral reserves, and there is no certainty that the preliminary economic assessment will be realized. The preliminary
economic assessment includes the results of an economic analysis of mineral resources. Mineral resources are not mineral
reserves and do not have demonstrated economic viability.
All material information on the Company may be found on its website at www.searchminerals.ca and on SEDAR at
www.sedar.com
About neo-CREOs (Adamas Intelligence – November 2017)
We consider neodymium, praseodymium, and dysprosium to be neo-CREOs and they are vital to NdFeB magnets used
widely in renewable power generation, electric mobility, and energy-efficient technologies. We consider terbium to be a neo-
CREO because upon experiencing shortages of dysprosium, consumers in the magnet industry will rapidly consume available
terbium supplies in its place for applications involving renewable power generation, electric mobility and energy efficient
technologies. Lanthanum is considered a neo-CREO because it is widely used in catalytic converters and rechargeable
batteries, and will be increasingly used as a thermal stabilizer by producers of poly-vinyl chloride (PVC) to minimize lead
consumption and improve the energy efficiency of PVC and other processing equipment.
For further information, please contact:
Greg Andrews
President and CEO
Tel: 604-998-3432
E-mail: [email protected]
Neither the 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.
Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this
restriction may constitute a violation of U.S. securities laws.
Cautionary Statement Regarding “Forward-Looking” Information.
This news release includes certain “forward-looking information” and “forward-looking statements” (collectively “forward-looking
statements”) within the meaning of applicable Canadian and United States securities legislation including the United States
Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included herein,
without limitation, statements relating the future operating or financial performance of the Company, are forward-looking
statements.
Forward-looking statements are frequently, but not always, identified by words such as “expects”, “anticipates”, “believes”,
“intends”, “estimates”, “potential”, “possible”, and similar expressions, or statements that events, conditions, or results “will”,
“may”, “could”, or “should” occur or be achieved. Forward-looking statements in this news release relate to, among other
things, technical results from the Company’s drilling program and closing of the Offering. Actual future results may differ
materially. There can be no assurance that such statements will prove to be accurate, and actual results and future events
could differ materially from those anticipated in such statements. Forward-looking statements reflect the beliefs, opinions and
projections on the date the statements are made and are based upon a number of assumptions and estimates that, while
considered reasonable by the respective parties, are inherently subject to significant business, economic, competitive,
political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results,
performance or achievements to be materially different from the results, performance or achievements that are or may be
expressed or implied by such forward-looking statements and the parties have made assumptions and estimates based on or
related to many of these factors. Such factors include, without limitation, the risk that the Company is not able to find suitable
investors for the Offering or does not receive the approval of TSX Venture Exchange. Readers should not place undue reliance
on the forward-looking statements and information contained in this news release concerning these times. Except as required
by law, the Company does not assume any obligation to update the forward-looking statements of beliefs, opinions,
projections, or other factors, should they change.