Aintree Receives Approval of Qualifying Transaction and Closes Private Placement
AINTREE RESOURCES INC.
N R 1 7 - 9 A I N : T S X V
AINTREE RECEIVES APPROVAL OF QUALIFYING TRANSACTION AND
CLOSES PRIVATE PLACEMENT
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES.
Vancouver, British Columbia -- November 7, 2017 -- Aintree Reso urces Inc. ("Aintree" or the “Company”) (TSX
Venture Exchange: AIN.H) is pleased to announce the TSX Venture Exchange Inc. (the “Exchang e”) has
accepted for filing Aintree Resources Inc.’s (the “Company”) Qu alifying Transaction described in its filing
statement dated August 24, 2017 (the “Filing Statement”). As a result, effective at the opening on Wednesday,
November 8, 2017, the trading symbol for the Company will change from AIN.H to AIN and the Company will no
longer be considered a Capital Pool Company. The Qualifying Tra nsaction includes the following matters, all of
which have been accepted by the Exchange.
Acquisition of the Tonopah Project:
The Company acquired the Tonopah Project through its US subsidi ary, 0862130 Corp. from Midway Gold US
Inc. (‘Midway”) on March 24, 2017, by assuming certain royalty and environmental obligations and by providing
other valuable considerations including US$25,000 in cash payme nts. On June 22, 2015, Midway filed a
voluntary petition for relief under chapter 11 of title 11 of t he United States Code (the “Bankruptcy Code”)
in the United States Bankruptcy Court for the District of Color ado (the “Bankruptcy Court”). On March 22,
2017, the Bankruptcy Court issued an order authorizing the sale of the Tonopah Project by Midway to the
Company free and clear of liens, claims and interests pursuant to applicable sections of the Bankruptcy Code.
The Tonopah Project consists of 444 unpatented mineral claims, 185 of which are subject to a royalty interest.
The Company also entered into a Royalty Deed Modification and W aiver of Claims Agreement with underlying
royalty holders on the Tonopah Project to waive certain claims by the royalty holders against Midway, eliminate
advance royalty payments, and restructuring an onerous sliding scale Net Smelter Royalty (“NSR”) into a flat 2%
NSR structure. In exchange, the Company paid consideration of U S$50,000 and 1.5 million Shares, subject to
customary exchange approvals and hold periods.
The Exchange has been advised that the transaction has been com pleted. The full particulars of the Company’s
Qualifying Transaction are set forth in the Filing Statement, which has been accepted for filing by the Exchange and
which is available under the Company’s profile on SEDAR.
Private Placement –Non-Brokered:
The Exchange has accepted for filing documentation with respect to a Brokered Private Placement (the
"Offering") announced June 5, 2017 and in its news release of A ugust 25, 2017 and September 28, 2017. In
connection with the closing of the Offering, the Company issued an aggregate of 4,216,800 units (the "Units") at a
price of CDN$0.25 per Unit for gross proceeds of CDN$1,051,000. Each Unit consists of one common share in
the capital of the Company (a “Share”) and one whole transferab le common share purchase warrant (each whole
common share purchase warrant, a “Warrant”). Each whole Warrant is exercisable to acquire one Share at an
exercise price of CDN$0.35 per Share until November 7, 2019 whi ch is 24 months from the date of issuance. A
total of 101 placees subscribed to the Offering.
Insiders of the Company acquired an aggregate of 300,000 Units in the Offering, which participation constituted a
"related party transaction" as defined under Multilateral Instrument 61-101 Protection of Minority Security
Holders in Special Transactions (“MI 61-101”). Such participation is exempt from the formal valuation and
minority shareholder approval requirements of MI 61-101 as neither the fair market value of the Units acquired by
the insiders, nor the consideration for the Units paid by such insiders, exceed 25% of the Company's market
capitalization. As required by MI 61-101, the Company advises that it expects to file a material change report
relating to the Offering less than 21 days before completion of the Offering, which is necessary to complete the
Offering in an expeditious manner and is reasonable in the circumstances.
The proceeds of the Offering will be used to settle the Issuer’s debts and ordinary course payables, fund bonding
obligations, consulting fees and expenditures, including technical reports and drilling costs, arising in connection
with the Issuer's Tonopah Property, and for general working capital purposes. Anticipated use of funds are further
specified in a table that appears under “Principal Purposes” on page 78 of the Issuer’s Filing Statement for a
Qualifying Transaction dated August 24, 2017 and reproduced in the September 28, 2017 news release.
The Company will pay aggregate finder’s fees of CDN$9,820.00 and issue 12,800 Units in connection with
subscriptions from subscribers introduced to the Offering by Mackie Research Capital Corporation, Foster &
Associates Financial Services Inc., PI Financial Corp., Canaccord Genuity Corp., Haywood Securities Inc. and
Leede Jones Gable Inc..
The securities issued under the Offering, and any Shares that may be issuable on exercise of any such securities,
will be subject to a statutory hold period expiring four months and one day from the date of issuance of such
securities.
Symbol Change:
Effective at the opening on Wednesday, November 8, 2017, the trading symbol for the Company will change from
('AIN.H') to ('AIN'). There is no change in the Company's nam e, no change in its CUSIP number and no
consolidation of capital. The Company is classified as a ‘Mineral Exploration’ company.
Resume Trading:
Effective at the opening on Wednesday, November 8, 2017, trading in the shares of the Company will resume.
On behalf of the Aintree Resources Inc.,
“James Hesketh”
James Hesketh
President & CEO
For further information please contact:
James Hesketh
(720) 291-1775
Neither the TSX Venture Exchange nor its Regulation Service Provider (as the term is defined in the policies of
the TSX Venture Exchange) accepts responsibility for the adequacy of this news release.
This news 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 available.
Cautionary Statement Regarding Forward-Looking Information
Certain information contained in this news release constitutes “forward-looking information” or “forward-looking
statements” (collectively, “forward- looking information”). Without limiting the foregoing, such forward-looking
information includes statements regarding the use of proceeds of the Offering and any statements regarding the
Company’s business plans, expectations and objectives. In this news release, words such as “may”, “would”,
“could”, “will”, “likely”, “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate” and similar words and the
negative form thereof are used to identify forward-looking information. Forward- looking information should not
be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether,
or the times at or by which, such future performance will be achieved. Forward-looking information is based on
information available at the time and/or the Company management’s good faith belief with respect to future
events and is subject to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many
of which are beyond the Company’s control. For additional information with respect to these and other factors and
assumptions underlying the forward-looking information made in this news release, see the Company’s most
recent Management’s Discussion and Analysis and financial statements and other documents filed by the
Company with the Canadian securities commissions and the discussion of risk factors set out therein. Such
documents are available at www.sedar.com under the Company’s profile and on the Company’s website,
www.aintreeresources.com. The forward-looking information set forth herein reflects the Company’s expectations
as at the date of this news release and is subject to change after such date. The Company disclaims any intention
or obligation to update or revise any forward-looking information, whether as a result of new information, future
events or otherwise, other than as required by law.