/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES/
VANCOUVER, BC, Nov. 6, 2024
/CNW/ - Drummond Ventures Corp. (TSXV: DVX.P) (the
"Corporation" or "Drummond") is pleased to announce that,
further to its press releases dated October
16, 2024 and November 1, 2024,
in connection with the Corporation's previously announced
qualifying transaction (the "Proposed Transaction") with
Elton Resources Corp. ("Elton"), Elton has received
significant interest from institutional and retail investors and
has updated the terms of its brokered private placement
subscription receipt financing (the "Financing"). Elton has
engaged Eight Capital and Canaccord Genuity Corp. (the "Co-Lead
Agents") as co-lead agents and joint bookrunners, together with
a syndicate of agents that includes SCP Resource Finance (together
with the Co-Lead Agents, the "Agents") in connection with
the Financing.
The Financing shall now comprise of a private placement of a
combination of: (1) subscription receipts of Elton ("NFT
Subscription Receipts") at a price per NFT Subscription
Receipt of $0.25; and (2)
subscription receipts of Elton ("FT Subscription Receipts"
and, together with the NFT Subscription Receipts, the
"Subscription Receipts") at a price per FT Subscription
Receipt of $0.275, for aggregate
gross proceeds of a minimum of $10,000,000 and a maximum of $15,000,000.
Each NFT Subscription Receipt will automatically convert into
one common share in the capital of Elton (an "Elton Share") and each FT Subscription
Receipt will automatically convert into one Elton Share that qualifies as a "flow-through
share" (together with the Elton Shares underlying the NFT
Subscription Receipts, the "Subscription Receipt Shares")
pursuant to the Income Tax Act (Canada) (the "Tax Act") in each
case, upon satisfaction of certain escrow release conditions (the
"Escrow Release Conditions"), subject to adjustment in
certain events, at no additional cost to the holder as described in
a subscription receipt agreement to be entered into by the parties
(the "Subscription Receipt Agreement"). Each Subscription
Receipt Share received by holders of the Subscription Receipts
shall then be converted into one share of the resulting issuer from
the Proposed Transaction (the "Resulting Issuer") at the
closing of the Proposed Transaction.
The gross proceeds of the Financing will be deposited in escrow
at closing of the Financing pending the satisfaction of the Escrow
Release Conditions. If either: (i) the Escrow Release Conditions
are not satisfied on or before December 31,
2024, or such other escrow release deadline to be stipulated
in the Subscription Receipt Agreement (the "Escrow Release
Deadline"); or (ii) prior to such Escrow Release Deadline,
Drummond and/or Elton advises the
Agents to the Financing or announces to the public that it does not
intend to satisfy the Escrow Release Conditions, the Subscription
Receipts will be cancelled and the escrowed funds shall be returned
to the holders of the Subscription Receipts in accordance with the
terms of the Subscription Receipt Agreement.
Elton intends to use the net proceeds from the Financing capital
expenditure related to the exploration drilling at the mineral
properties of Elton, and for working capital and general corporate
purposes.
Subject to the conversion of the FT Subscription Receipts in
accordance with their terms, Elton agrees and covenants, pursuant
to the provisions in the Tax Act, that it will, in the case of the
Elton Shares issued upon conversion of the FT Subscription
Receipts, incur eligible "Canadian exploration expenses" which
qualifies as "flow-through critical mining expenditures" within the
meaning of the Tax Act (the "Qualifying Expenditures") after
the closing date and on or prior to December
31, 2025 in the aggregate amount of not less than the total
amount of the gross proceeds raised from the issue of FT
Subscription Receipts. Subject to the conversion of the FT
Subscription Receipts in accordance with their terms, Elton shall
renounce the Qualifying Expenditures so incurred to the purchasers
of FT Subscription Receipts effective on or prior to December 31, 2024.
Additional terms to the Financing and the Proposed Transaction
not specifically described herein, including, without limitation,
the terms of any compensation paid to Agents in the Financing, the
stock split of Drummond and the
non-brokered private placement of Drummond, have not changed and are described
in the news releases of Drummond
dated October 16, 2024 and
November 1, 2024.
About Drummond Ventures Corp.
Drummond was incorporated under
the Business Corporations Act (British Columbia) on March 28, 2018, and is a capital pool company (as
such term is defined in Policy 2.4 – Capital Pool Companies
of the TSX Venture Exchange (the "Exchange")) listed on the
Exchange. Drummond has no
commercial operations and no assets other than cash.
About Elton Resources Corp.
Elton is a mining exploration company focused on the exploration
and development of the Darnley Bay project in Northwest Territories, Canada. For more
information, please visit www.eltonresources.com.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
This press 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. 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.
Completion of the Proposed Transaction is subject to a number
of conditions, including but not limited
to the Exchange acceptance and, if applicable pursuant to the
Exchange requirements, majority of the minority shareholder
approval. Where applicable, the Proposed Transaction cannot close
until the required shareholder approval is obtained. There can be
no assurance that the Proposed Transaction will be completed as
proposed or at all.
Investors are cautioned that, except as disclosed in the
management information circular or filing statement to be prepared
in connection with the Proposed Transaction, any information
released or received with respect to the Proposed Transaction may
not be accurate or complete and should not be relied upon. Trading
in the securities of Drummond
should be considered highly speculative.
The Exchange has in no way passed upon the merits of the
Proposed Transaction and has not approved or disapproved of the
contents of this news release.
Cautionary Note Regarding Forward-Looking Information
This press release contains statements which constitute
"forward-looking information" within the meaning of applicable
securities laws, including statements regarding the plans,
intentions, beliefs and current expectations of Drummond and Elton with respect to future
business activities and operating performance. Forward-looking
information is often identified by the words "may", "would",
"could", "should", "will", "intend", "plan", "anticipate",
"believe", "estimate", "expect" or similar expressions and includes
information regarding: expectations regarding Elton's and the
Resulting Issuer's capitalization, whether the Proposed Transaction
will be consummated and whether the Financing will be completed,
including whether conditions to the consummation of the Proposed
Transaction will be satisfied and whether the Financing will be
fully subscribed and whether the conversion of the Subscription
Receipts will occur prior to the Escrow Release Deadline, the
ability of the Resulting Issuer to carry out its exploration
activities and incur and renounce exploration expenditures, or the
timing for completing the Proposed Transaction and Financing.
Readers are cautioned that forward-looking information is not
based on historical facts but instead reflect management of
Drummond and Elton's expectations,
estimates or projections concerning future results or events based
on the opinions, assumptions and estimates of management considered
reasonable at the date the statements are made. Although
Drummond and Elton believe that
the expectations reflected in such forward-looking information are
reasonable, such information involves risks and uncertainties, and
undue reliance should not be placed on such information, as unknown
or unpredictable factors could have material adverse effects on
future results, performance or achievements of the combined
company. Among the key factors that could cause actual results to
differ materially from those projected in the forward-looking
information are the following: the ability to consummate the
Proposed Transaction and/or Financing and to cause the conversion
of the Subscription Receipts prior to the applicable deadlines; the
ability of Elton meet its obligations under its material
agreements; the ability to obtain requisite regulatory and other
approvals and the satisfaction of other conditions to the
consummation of the Proposed Transaction and/or Financing on the
proposed terms and schedule; the potential impact of the
announcement or consummation of the Proposed Transaction and/or
Financing on relationships, including with regulatory bodies,
employees, suppliers, customers and competitors; changes in general
economic, business and political conditions, including changes in
the financial markets; changes in applicable laws; the ability of
the Resulting Issuer and Elton to carry out its exploration
activities as currently contemplated; compliance with extensive
government regulation; and the diversion of management time on the
Proposed Transaction and/or Financing. This forward-looking
information may be affected by risks and uncertainties in the
business of Drummond and Elton and
market conditions.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking
information prove incorrect, actual results may vary materially
from those described herein as intended, planned, anticipated,
believed, estimated or expected. Although Drummond and Elton have attempted to identify
important risks, uncertainties and factors which could cause actual
results to differ materially, there may be others that cause
results not to be as anticipated, estimated or intended.
Drummond and Elton do not intend,
and do not assume any obligation, to update this forward-looking
information except as otherwise required by
applicable law.
SOURCE Drummond Ventures Corp