/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
TSX:
TML OTCQX: TSRMF
TORONTO, March 10, 2021 /CNW/ - Treasury Metals
Inc. (TSX: TML) ("Treasury" or the "Company") is
pleased to report that it has closed its previously announced
private placements of an aggregate of approximately 10.6 million
non-flow-through special warrants (the "NFT Special
Warrants") on a "bought deal" basis at a price of $0.95 per NFT Special Warrant (the "NFT Issue
Price") and approximately 6.8 million flow-through special
warrants (the "FT Special Warrants" and together with the
NFT Special Warrants, the "Special Warrants") on a best
efforts agency basis at a price of $1.10 per FT Special Warrant (the "FT Issue
Price") for total gross proceeds to the Company of
approximately $17.6 million (the
"Offering"). The Company is also pleased to announce that a
portion of its convertible debt was assigned to Sprott Private
Resource Lending II (Collector), LP ("Sprott Resource
Lending") and certain terms of the Company's convertible debt
were amended.
Jeremy Wyeth, President and CEO,
commented: "We are pleased to have closed the financing which funds
our exploration and development activities for 2021. We are in the
final planning stages of our 2021 drilling program across our
330-square-kilometre land package, and will provide an update on
our plans in the coming days. On the project development side, we
have recently tendered for the primary contractor to lead the
Goliath Gold Complex pre-feasibility study work and anticipate
making a decision in the near future. We look forward to a busy
2021 and making significant progress on what we believe is one of
Ontario's next gold mines."
"The acquisition of our convertible debt by Sprott Resource
Lending provides us with further financial flexibility, including
an extended maturity date for the loan and additional flexibility
in respect of interest payments more appropriate to a company of
our stage. We welcome Sprott Resource Lending as both a lender and
equity investor as we move forward with the development of the
Goliath Gold Complex," added Mr. Wyeth.
The Offering was led by Haywood Securities Inc., and Cormark
Securities Inc., as joint bookrunners, and together with Sprott
Capital Partners LP, as co-lead underwriters and agents, in each
case on behalf of themselves and on behalf of a syndicate of
underwriters and agents including PI Financial Corp., iA Private
Wealth Inc., and Paradigm Capital Inc.
Each Special Warrant will be exercisable to acquire one common
share of the Company (each a "Common Share"). The FT
Special Warrants will be "flow-through shares" for purposes of the
Income Tax Act (Canada).
The Special Warrants will be exercisable by the holders thereof
at any time for no additional consideration and all unexercised
Special Warrants will be deemed to be exercised and surrendered,
without any further action or payment of additional consideration
by the holder thereof, at the earlier of: (a) 4:59 p.m. on July 11,
2021; and (b) the fifth business day after a receipt is
issued for a (final) prospectus (the "Final Qualification
Prospectus") by the securities regulatory authorities in each
of the Offering provinces Canada,
qualifying for distribution the Common Shares. The Company
will use commercially reasonable efforts to obtain such receipt on
or prior to April 15,
2021. Until a receipt is issued for the Final Qualification
Prospectus, the Special Warrants (and any Common Shares issued on
exercise thereof) will be subject to a hold period under applicable
Canadian securities laws expiring July 11,
2021.
The net proceeds of the NFT Special Warrants will be used to
fund exploration and trade-off optimization studies as part of the
pre-feasibility study work and development of the Company's Goliath
Gold Complex projects, as well as for general working capital
purposes. The gross proceeds from the sale of the FT Special
Warrants will be used by the Company to incur eligible "Canadian
exploration expenses" that qualify as "flow-through mining
expenditures" (within the meaning of the Income Tax
Act (Canada)), related to
the Company's Goliath Gold Complex projects in Ontario. The
Company has agreed to renounce such Canadian exploration expenses
with an effective date of no later than December 31, 2021, in
an aggregate amount of not less than the total amount of the gross
proceeds raised from the issuance of FT Special Warrants.
The Offering constituted a related party transaction within the
meaning of Multilateral Instrument 61-101 ("MI 61-101") as
insiders of the Company subscribed for an aggregate of 140,264
Special Warrants. The Company is relying on the exemptions from the
valuation and minority shareholder approval requirements of MI
61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as
the fair market value of the participation in the Offering by
insiders does not exceed 25% of the market capitalization of the
Company, as determined in accordance with MI 61-101. The
participants in the Offering and the extent of such participation
were not finalized until shortly prior to the completion of the
Offering. Accordingly, the Company was not able to publicly
disclose details of the nature and extent of related party
participation in the Offering pursuant to a material change report
filed at least 21 days prior to the completion of the Offering.
Closing of the Offering remains subject to certain regulatory
approvals including the final approval of the Toronto Stock
Exchange (the "TSX").
The Special Warrants issued under the Offering were offered by
way of private placement exemptions in each of the Offering
provinces Canada. The Special
Warrants and the Common Shares are subject to a statutory
four-month hold period in accordance with Canadian securities
legislation subject to qualification of the under the Common Shares
issued on exercise of the Special Warrants under the Final
Qualification Prospectus.
The securities referred to in this news release have not
been, nor will they be, registered under the United States
Securities Act of 1933, as amended, and may not be offered or sold
within the United States or to, or
for the account or benefit of, U.S. persons absent U.S.
registration or an applicable exemption from the U.S. registration
requirements. This news release does not constitute an offer for
sale of securities, nor a solicitation for offers to buy any
securities. Any public offering of securities in the United States must be made by means of a
prospectus containing detailed information about the Company and
management, as well as financial statements.
Convertible Debt Amendment
Extract Advisors LLC, agent for the Company's convertible debt,
agreed to certain amendments to the facility agreement,
including the extension of the debt by seven months to June 30, 2023 and the addition of the ability, at
the Company's option, to make future interest payments in cash,
shares or as payment in kind, in exchange for the removal of a call
feature in favour of the Company.
To view further details about the Goliath Gold Complex projects,
please visit the Company's website at www.treasurymetals.com.
About Treasury Metals Inc.
Treasury Metals Inc. is a gold focused company with assets
in Canada. Treasury's Goliath Gold Complex ("GGC"),
which includes the Goliath, Goldlund and Miller projects, is
located in Northwestern Ontario. The GGC projects benefit
substantially from excellent access to the Trans-Canada Highway,
related power and rail infrastructure, and close proximity to
several communities including Dryden, Ontario. The Company also owns several other
projects throughout Canada, including the Lara Polymetallic
Project, Weebigee-Sandy Lake Gold Project JV, and grassroots gold
exploration property Gold Rock.
Forward-Looking Statements
Certain information set forth in this news release contains
"forward-looking statements", and "forward-looking information
under applicable securities laws. Except for statements of
historical fact, certain information contained herein constitutes
forward-looking statements, which include the use of proceeds from
the Offering, the issuance of a receipt for a Final Qualifying
Prospectus, the necessary approvals for the Offering including the
approval of the TSX, updates with respect to the Company's 2021
drilling program, decisions relating to the primary contractor to
lead the Goliath Gold Project pre-feasibility study work,
qualification of the FT Special Warrants as flow-through shares,
the timing of a receipt for the Final Qualification Prospectus,
hold periods on the Special Warrants and Common Shares, funding
exploration and trade-off optimization studies, renouncing by the
Company of Canadian exploration expenses and the terms of
amendments of the facility agreement and are based on the Company's
current internal expectations, estimates, projections, assumptions
and beliefs, which may prove to be incorrect. Some of the
forward-looking statements may be identified by the use of
conditional or future tenses or by the use of such words such as
"will", "expects", "may", "should", "estimates", "anticipates",
"believes", "projects", "plans", and similar expressions, including
variations thereof and negative forms. These statements are not
guarantees of future performance and undue reliance should not be
placed on them.
Such forward-looking statements necessarily involve known and
unknown risks and uncertainties, which may cause the Company's
actual performance and financial results in future periods to
differ materially from any projections of future performance or
results expressed or implied by such forward-looking statements.
These risks and uncertainties include, but are not limited to:
receipt of necessary regulatory approvals relating to the Offering
including approval of the TSX, that the issuance of a receipt for a
Final Qualifying Prospectus may be delayed or may not be received
by the Company at all, difficulties identifying and retaining a
primary contractor to lead the Goliath Gold Project pre-feasibility
study work, the termination of any agreement governing the
Offering, general business and economic conditions, changes in
world gold markets, sufficient labour and equipment being
available, changes in laws and permitting requirements,
unanticipated weather changes, title disputes and claims,
environmental risks as well as those risks identified in the
Company's Annual Information Form and its most recent Management
Discussion and Analysis.
There can be no assurance that forward-looking statements will
prove to be accurate, and actual results and future events could
differ materially from those anticipated in such statements. The
Company undertakes no obligation to update forward-looking
statements if circumstances or management's estimates or opinions
should change except as required by applicable securities laws. The
reader is cautioned not to place undue reliance on forward-looking
statements. The Company disclaims any intention or obligation to
update or revise any forward-looking statement, whether as a result
of new information, future events or otherwise, except to the
extent required by securities legislation.
SOURCE Treasury Metals Inc.