ValOre Announces Rights Offering
VALORE METALS CORP.
ValOre Announces Rights Offering
December 3, 2018
Vancouver, B.C. ValOre Metals Corp. (TSX-V: VO) (“ ValOre” or the “ Company”) today
announced that it will c onduct an offering (the “ Rights Offering ”) of rights (“ Rights”) to
acquire common shares of the Company (“Shares”) for gross proceeds of C$2.45 million.
Rights Offering
Pursuant to the rights offering circular (the “Rights Offering Circular”) and the notice of rights
offering (the “ Notice of Rights Offering ”) for the Rights Offering, each eligible registered
shareholder of the Company reside nt in Canada holding Shares as at the close of business on
December 10, 2018 (the “ Record Date ”) will receive 0.99091284387 of one Right every one
Share held. Each Right will entitle the holder to subscribe for one Share at a subscription price of
C$0.10 per Share.
The Notice of Rights Offering will also be mailed to holders of Shares resident outside of
Canada (the “ International Jurisdictions ”) together with a letter advising such shareholders
that their Rights Certificates wi ll be issued to, and held on their behalf by, the Rights Agent
pending confirmation by a shareholder resident in an International Jurisdiction who wishes to
participate in the Rights Offering that such shar eholder is permitted to participate in the Rights
Offering under the securities laws in the Intern ational Jurisdiction where such shareholder is
resident. In order to have the documents delivered to the Rights Agent (as defined below) by the
Expiry Date, it is recommended th at shareholders send the documents via registered mail or
courier.
The Rights Offering Circular and Notice of Rights Offering will be available on ValOre Metals
Corp. SEDAR profile at www.sedar.com and at www.valoremetals.com.
The Rights issued under the Rights Offering will be evidenced by tr ansferable rights certificates
(each, a “ Rights Certificate”), and will expire at 5:00 p.m. (Eastern time) on January 8, 2019
(the “Expiry Date ”), after which time unexercised Rights will be void and of no value. The
Rights Offering includes an addi tional subscription privilege unde r which eligible holders of
Rights, who fully exercise their Rights, will be en titled to subscribe, on a pro rata basis with
other shareholders who particip ate in the oversubscription, for Shares that have not been
purchased under the Rights Offering.
The Shares will trade on the TSX Venture Exchange (“ TSXV”) on an “ex-rights” basis
commencing on December 7, 2018. The Rights will not be listed for trading on the TSXV.
The Notice of Rights Offering and related Rights Certificates will be mailed to all registered
holders of Shares resident in Canada as of th e close of business on the Record Date. Eligible
registered shareholders, as described in the Righ ts Offering Circular, who wish to exercise their
Rights must forward a completed Rights Certificat e, together with the applicable funds to
exercise their Rights, to Computersh are Trust Company of Canada (the “ Rights Agent ”), the
rights agent for the Rights Offering, on or before the Expiry Date. Shareholders who own their
Shares through an intermediary, such as a bank, trust company, s ecurities dealer or broker, will
receive materials and instructions from their in termediary. Instructions on how shareholders
may exercise their Rights are incl uded on page 11 of the Rights Offe ring Circular as well as on
the back of the Rights Certificate.
Loan Agreement and Lender Standby Guarantee
As previously announced, in orde r to ensure that ValOre can meet its short-term capital
requirements, Mr. James Paterson (the “ Lender”), the Chief Executive Officer, a director and a
shareholder of the Company has agreed to le nd the Company up to C$1 million on a revolving
basis (the “ Bridge Loan”), which will allow the Company to continue its operations until the
closing of the Rights Offering. Please refer to ValOre’s press release dated October 26, 2018 for
additional details regarding the Bridge Loan.
In connection with the Rights Offe ring and as a term of the Bridge Loan agreement, the Lender
has agreed to provide a stand-by guarantee to subscribe for, and the Company has agreed to
issue, up to 8,800,000 Shares offered under the Right s Offering that are not otherwise purchased
by the Company’s shareholders (the “ Lender Standby Guarantee ”). The Lender Standby
Guarantee has been approved by the independent di rectors of the Company. As consideration for
the Lender Standby Guarantee, the Company ha s agreed to issue 880,0 00 bonus warrants (the
“Lender Standby Guarantee Warrants ”) to the Lender (being 10 % of the amount of the
Lender Guarantee). Each Lender Standby Guarantee Warrant will be exercisable for two years
from the date of issuance into one Share at a price of $0.23 per Share.
The acquisition cost of any Shar es acquired by the Lender pursuan t to the exercise of Rights,
either under the Lender Standby Guarantee or as a holder of Rights, will be satisfied by the
reduction of the amounts payable to the Lender under the Bridge Loan agreement.
The Bridge Loan constitutes a related party transaction under Multilate ral Instrument 61-101 -
Protection Of Minority Security Holders In Special Transactions as the Lender is a director of
the Company and owns 451,360 Shares, represen ting approximately 1.83% of the Company's
outstanding Shares. The Company has relied on the exemption from formal valuation and
minority shareholder approval in sections 5.5(a) and 5.7(a) of MI 61-101 as the Bridge Loan
represents less than 25% of the Company's market capitalization.
Additional Standby Guarantees
In addition to the Lender Standby Guar antee, the following parties (the “ Additional Stand-By
Guarantors”) have agreed to provide stand-by commit ments in the amounts set out below, for
aggregate standby commitments of C$2,450,000 (inc luding the Lender Standby Guarantee). As
consideration for the stand-by commitment of each Additional Stand-By Guarantor, the
Company has agreed to grant to each Additional Stand-By Guarantors bonus warrants to
purchase 10% of the total number of Shares that the Stand-By Guarantors have agreed to acquire
under the stand-by commitment (the “ ASG Warrants”) as set out below. Each ASG Warrant
will be exercisable for two years from the date of issuance into one Share at a price of $0.23 per
Share.
Name of Additional Stand-By
Guarantor
Stand-By Commitment ASG Warrants
Sandstorm Gold Ltd. C$400,000 400,000
John Robins C$400,000 400,000
Inclination Earth Sciences Inc. C$400,000 400,000
Robert Scott C$165,000 165,000
Vincent Vandamme C$70,000 70,000
James Malone C$60,000 60,000
Dale Wallster C$30,000 30,000
Garth Kirkham C$30,000 30,000
Colin Smith C$15,000 15,000
Soliciting Dealer
In connection with the Rights Offering, ValOre ma y engage certain soliciting dealers to assist
ValOre with soliciting the exercise of the Rights by holders of those Rights.
If the Company engages such soliciting dealers, in consideration for providing soliciting dealer
services, ValOre intends to pay each soliciting dealers a cash commission of 3% of the gross
proceeds raised under the Rights Of fering attributable to such so liciting dealer. ValOre also
intends to grant to the soliciting dealers non-transferable warrants (“Dealer Warrants”) entitling
the soliciting dealers to acquire that number of Shares equal to 3% of the number of Shares
distributed pursuant to the Rights Offering attributable to the solic iting dealer, with each Dealer
Warrant exercisable at $0.23 into one Common Share for a period of one year from the closing
date of the Rights Offering.
About ValOre
ValOre Metals Corp. (TSX-V: VO) is a Vanc ouver based company with a portfolio of high
quality uranium and precious metal exploration pr ojects in Canada. In addition to the Baffin
Gold Property, ValOre holds Canada's highest gr ade uranium resource outside of Saskatchewan.
ValOre’s 89,852 hectare Angilak Property in Nuna vut Territory, hosts the Lac 50 Trend with a
NI 43-101 Inferred Resource of 2,831,000 tonnes grading 0.69% U3O8, totaling 43.3 million
pounds U 3O8. ValOre's comprehensive exploration pr ograms have demonstrated the "District
Scale" potential of the Angilak Property. For disclosure related to the inferred resource for the
Lac 50 Trend uranium deposits, please refer to ValOre's news release of March 1, 2013.
In Saskatchewan, ValOre holds a 100% interest in the 13,711 hectare Hatchet Lake Property and
a 50% interest in the 131,412 h ectare Genesis Property, both located northeast of the north
eastern margin of the uranium producing Athabasca Basin.
ValOre’s team has forged strong relationships with sophisticated resource sector investors and
partner Nunavut Tunngavik Inc. (NTI) on both th e Angilak and Baffin Gold Properties. ValOre
was the first company to sign a comprehensive agreement to explore for uranium on Inuit Owned
Lands in Nunavut Territory, Canada and is committed to building shareholder value while
adhering to high levels of envi ronmental and safety standards and proactive local community
engagement.
On behalf of the Board of Directors
“Jim Paterson”
James R. Paterson, Chairman and CEO
ValOre Metals Corp.
For further information about, ValOre Metals Corp. or this news release, please visit our website
at www.valoremetals.com or contact Inve stor Relations toll free at 1.888.331.2269, at
604.646.4527, or by email at [email protected].
ValOre Metals Corp. is a member of the Disc overy Group of Companies, for more information
please visit: www.discoverygroup.ca.
Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of
the TSX-V) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
This news release contains “f orward-looking statements” within the meaning of applicable
securities laws, including statements regardi ng the completion of the Rights Offering and the
provision of the standby guarantees . Although ValOre believes that th e expectations reflected in
its forward-looking statements are reasonable, su ch statements have been based on factors and
assumptions concerning future events that may prove to be inaccurate. These factors and
assumptions are based upon curren tly available information to ValOre. Such statements are
subject to known and unknow n risks, uncertainties and other f actors that could influence actual
results or events and cause actual results or events to differ materially from those stated,
anticipated or implied in the forward-lookin g statements. A number of important factors
including those set forth in other public filings could cause actual outcomes and results to differ
materially from those expressed in these forwar d-looking statements. Factors that could cause
the actual results to differ materially from th ose in forward-looking statements include the
receipt of regulatory approvals in respect of th e Rights Offering and the timing thereof. Readers
are cautioned to not place undue re liance on forward-looking statemen ts. The statements in this
press release are made as of the date of this release and, except as required by applicable law,
ValOre does not undertake any oblig ation to publicly upda te or to revise a ny of the included
forward-looking statements, whethe r as a result of new information, future events or otherwise.
ValOre undertakes no obligation to comment on an alyses, expectations or statements made by
third parties in respect of ValOre, or its financ ial or operating results or (as applicable), their
securities.
This news release is not an offer of securities fo r sale in the United States. The offer and sale of
the securities offered in the Rights Offering has not been and will not be registered under the US
Securities Act of 1933, as amended, or any state secu rities laws, and such securities may not be
offered or sold in the United States absent re gistration or applicable exemption from such
registration requirements. This press release shall not constitute an offer to sell or the solicitation
of an offer to buy securities in th e United States or in any jurisdic tion in which the offer, sale or
solicitation would be unlawful.