Aintree Provides an Update on Financing
AINTREE RESOURCES INC.
NR 17-8
Aintree Provides an Update on Financing
Not for distribution to United States newswire services or for dissemination
in the United States
VANCOUVER, BC – September 28, 2017 – Aintree Resources Inc. (TSX-Venture: AIN.H)
(the “Company” or “Aintree”), a Capital Pool Company (“ CPC”) listed on the NEX board of the
TSX Venture Exchange (the “ TSXV”), a Canadian reporting issuer in good standing, is pleased
to provide an update on its private placement financing.
Aintree was n otified by a letter dated August 9, 2017 from the TSXV that the Company’s
proposed Qualifying Transaction (“ QT”) involving the Tonopah Property had been conditionally
accepted by the TSXV. Completion of the QT approval process is subject to a number of
conditions, principal remaining among those conditions is the completion of a concurrent
financing to raise a minimum gross proceed of $1,000,000. Final acceptance of the QT by the
TSXV will allow the Company to be classified as a Tier 2 Mining Issuer on the TSXV.
As part of its CPC QT Aintree intends to complete a non -brokered private placement of a
minimum of 4,000,000 and up to 4,800,000 units in the capital of the Company (the “Units”) at a
price of $0.25 per Unit for gross proceeds of between $1,000,00 0 and $1,200,000 (the
“Offering”). The terms of this Offering, which was first announced in Aintree’s June 5, 2017
press release and again in an August 25, 2017 press release. Each Unit in the Offering will
include one common share in the capital of the Company (the “Share”) plus one share purchase
warrant exercisable into a Share at $0.35 per Share for a period of two years from the closing of
the Offering. Finder’s fees, if applicable, will be payable in accordance with TSXV policies.
Closing of the Offering will occur when the company has received commitments for at least the
minimum gross proceeds required and receipt of all necessary corporate and regulatory
approvals, including the TSXV’s final acceptance of the Aintree CPC QT. All securities issued in
connection with the Offering will be subject to a hold period of four months plus a day from the
date of issuance. The proceeds of the Offering will be used to settle Company debts and
ordinary course payables, consulting fees and expenditures, including additional technical study
and drilling, arising in connection with the Tonopah Project , and for general working capital
purposes. Anticipated use of funds assuming both the minimum and maximum offering is set
out in the following table, which appears under “Principal Purposes” on page 78 of the Filing
Statement for a Qualifying Transaction dated August 24, 2017:
Anticipated Use of Funds
Estimated balance of the expenses of the
Qualifying Transaction and Private Placement
$75,000 $75,000
Administrative expenses of the Company for
12 months(1)
312,350 312,350
Recommended exploration program on the
Tonopah Property
430,000 430,000
Unallocated working capital(2) 97,922 286,862
TOTAL $915,272(3) $1,107,212(3)
Notes:
(1) The Company expects to incur approximate monthly administrative expenses of $26,000 as follows: $17,000 for salary payable
to the Chief Executive Officer, CFO and Staff; $5,000 for legal, accounting/auditing and regulatory filing fees; $1,500 for t ravel and
investor relations activities and $2,400 for office expenses, including rent.
(2) Certain of the unallocated working capital may be used for reimbursements of expenses incurred by officers and/or directo rs of
the Company.
(3) Calculations assuming the target amounts of $1,000,000 and $1,200,000 of the Offering are completed.
A reallocation of the funds may be necessary for sound business reasons, as determined by
management.
The Offering is available to investors in reliance on exemptions from the prospectus requirement
set out in National Instrument 45 -106 Prospectus Exemptions and BC Instrument 45 -536
Exemption from prospectus requirement for certain distributions through an investment dealer
and the corresponding blanket orders and rules in the other Canadian jurisdictions that have
adopted the same or a similar exemption from the prospectus requirement (collectively, the
"Investment Dealer Exemption "). The Investment Dealer Exemption is available in each of
Alberta, British Columbia, Saskatchewan, Manitoba and New Brunswick to a person or
company who has obtained advice regarding the suitability of the investment from a person
registered as an investment dealer in such perso n’s or company’s jurisdiction. As required by
the Investment Dealer Exemption, the Company confirms there is no material fact or material
change relating to the Company that has not been generally disclosed.
The Filing Statement for a Qualifying Transaction can be found under the Company’s profile on
SEDAR at http://sedar.com/DisplayProfile.do?lang=EN&issuerType=03&issuerNo=00029265 on
August 25, 2017. More information concerning the non-brokered private placement financing
and in regards to the Company can be found on the Company’s website at
www.aintreeresources.com or under the Company’s profile on SEDAR.
The Tonopah Project
The Tonopah Project is an advanced stage gold exploration/evaluation project located on the
prolific Walker Lane Trend of Western Nevada approximately 20 miles north and east of
Tonopah, Nevada. A total of 284,469 feet of drilling in 6 37 reverse circulation and core holes
have been completed since 1980 on the Tonopah P roject and project area by a number of
companies. Details concerning the Tonopah Project can be found in the NI 43-101 Technical
Report on Mineral Exploration Results for the Tonopah Project dated July 31, 2017, prepared by
Gustavson Associates of Lakewood, Colorado and filed on SEDAR under the company profile
on SEDAR at www.sedar.com on August 2, 2017.
Investor Cautions
Completion of the Aintree CPC QT is subject to a number of conditions, including but not limited
to the successful completion of the concurrent Offering and the final acceptance by the TSXV.
There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement for a Qualifying
Transaction, any information released or received with respect to the transaction may not be
accurate or complete and should not be relied upon. Trading in the securities of a CPC should
be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed transaction and has neither
approved nor disapproved the contents of this press release.
On behalf of the Aintree Resources Inc.,
“James Hesketh”
James Hesketh
President & CEO
For further information please contact:
James Hesketh
(720) 291-1775
Forward-Looking Information: This press release contains forward -looking information. All
statements, other than statements of historical fact, that address activities, events or
developments that the Company believes, expects or anticipates will or may oc cur in the future
including, without limitation, statements regarding the completion of a CPC QT and the TSXV
final acceptance required for the CPC QT, and the completion of the Offering and the
subsequent use of the proceeds are forward -looking informatio n. This forward -looking
information reflects the current expectations or beliefs of the Company based on information
currently available to the Company. Forward -looking information is subject to a number of risks
and uncertainties that may cause the actual results of the Company to differ materially from
those discussed in the forward -looking information, and even if such actual results are realized
or substantially realized, there can be no assurance that they will have the expected
consequences to, or effects on the Company. Factors that could cause actual results or events
to differ materially from current expectations include, among other things, the Company being
unable to satisfy the TSXV’s requirements to complete the CPC QT, the inability to secure
sufficient subscriptions to complete the Offering and amendments to the recommended work
program in the Technical Report. Forward-looking information speaks only as of the date on
which it is provided and, except as may be required by applicable securities laws and TSXV
policies, the Company disclaims any intent or obligation to update any forward -looking
information, whether as a result of new information, future events or results or otherwise, except
as required under the securities laws and stock exchange policies applicable to the Company.
Although the Company believes that the assumptions inherent in the forward -looking
information are reasonable, forward -looking information is not a guarantee of future
performance and accordingly undue reliance should n ot be put on such information due to the
inherent uncertainty therein.
Neither 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.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR
DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED
STATES, AND DOES NOT CONSTITUTE AN OFFER OR A SOLICITATION OF AN OFFER
TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE
SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS,
AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE
BENEFIT OR ACCOUNT OF, U.S. PERSONS UNLESS REGISTERED OR EXEMPT
THEREFROM.