/NOT FOR DISTRIBUTION TO
$14.1 Million Brokered Private Placement of Common Shares- Increase in Existing Term Loan with Cymbria Corporation by
$5.9 Million to$20.9 Million
- Brokered Private Placement: a "best efforts" private placement offering of 11,765,000 common shares of the Company (the "Common Shares") at a price of
$1 .20 per Common Share for aggregate gross proceeds of approximately$14.1 million (the "Offering"). - Amended Term Loan: a second amended and restated commitment letter between the Company and Cymbria Corporation to, inter alia, amend the terms of their existing term loan to increase the principal amount of the loan from
$15,000,000 to$20,882,353 (the "Amended Term Loan"), which, upon closing of the Amended Term Loan, would result in additional gross proceeds to the Company of$5,000,000 .
The Company entered into an engagement letter with
It is anticipated that
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions ("NI 45-106"), the Common Shares will be offered for sale on a private placement basis: (i) in each of the provinces and territories of
The offer and sale of Common Shares in reliance on the LIFE Exemption will be conditional on the Company completing the Offering and Amended Term Loan for such amount that will provide the Company with sufficient available funds to meet its business objectives and liquidity requirements for a period of 12 months following closing of the Offering.
There is an offering document related to the Offering that can be accessed on SEDAR+ (www.sedarplus.ca) under the Company's profile and on the Company's website at www.premiumnickelresources.ca. Prospective investors should read the offering document before making an investment decision.
The Offering is expected to close on or about
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in
The Company and Cymbria Corporation (the "Lender") have entered into a second amended and restated commitment letter (the "Second A&R Commitment Letter") to amend the terms of their existing term loan (the "Term Loan") to, inter alia, increase the principal amount of the loan by
The Additional Principal Amount will form part of the Term Loan and, except as otherwise set out in the Second A&R Commitment Letter, will be on the same terms and conditions applicable to the Term Loan. For certainty, the Additional Principal Amount will bear interest at a rate of 10% per annum calculated and payable quarterly in arrears and will mature and be payable on
The net proceeds of the Offering and the Amended Term Loan will be used by the Company to advance the exploration and development of its mineral assets in Botswana and for general corporate and working capital purposes.
EdgePoint is (i) a "related party" of the Company by virtue of having beneficial ownership of, or control or direction over, directly or indirectly, Common Shares carrying more than 10% of the voting rights attached to all of the Company's voting securities, and (ii) an affiliated entity of Cymbria Corporation and, as such, the Amended Term Loan, including the issuance of the Additional Warrants, is considered to be a "related party transaction" of the Company for purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). In addition, the Offering (including EdgePoint's participation in the Offering by exercising its Participation Right) may be considered a "connected transaction" to the Amended Term Loan for purposes of MI 61-101.
The Company may, however, complete the Offering and the Amended Term Loan (together, the "Transactions") in reliance on exemptions available under MI 61-101 from the formal valuation and minority approval requirements of MI 61-101. The Transactions are exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on Section 5.5(b) of MI 61-101 as the Company is not listed on a specified market under MI 61-101. Additionally, the Transactions are exempt from the minority approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(1)(a) of MI 61-101 insofar as neither the fair market value of the subject matter, nor the fair market value of the consideration for, the Transactions, insofar as it involves (or is expected to involve) "interested parties", exceeds 25% of the Company's market capitalization.
ON BEHALF OF THE BOARD OF DIRECTORS
Chairman and Chief Executive Officer
Cautionary Note Regarding Forward-Looking Information
Certain statements contained in this news release may be considered "forward-looking information" or "forward-looking statements" within the meaning of applicable securities laws. All statements, other than statements of historical fact, are forward-looking statements and based on expectations, estimates and projections as at the date of this news release. These forward-looking statements, by their nature, require the Company to make certain assumptions and necessarily involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward-looking statements. Forward-looking statements are not guarantees of performance. Words such as "may", "will", "would", "could", "expect", "believe", "plan", "anticipate", "intend", "estimate", "continue", or the negative or comparable terminology, as well as terms usually used in the future and the conditional, are intended to identify forward-looking statements. In particular, this news release contains forward-looking statements pertaining to the terms of the Offering and the Amended Term Loan; the use of proceeds of the Offering and the Amended Term Loan; the timing and ability of the Company to close the Offering and the Amended Term Loan; the Company's ability to obtain all regulatory approvals, including the approval of the
Information contained in forward-looking statements are based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management's perception of geology and mineralization; assumptions, limitations and qualifications in the Selkirk Technical Report and Selebi; the timing and ability of the Company to receive necessary regulatory approvals; planned exploration programs and expenditures; the Company's ability to establish a mineral resource estimate for the
For additional information with respect to these and risks and other factors that may affect the assumptions and forward‐looking statements made in this news release concerning the Company, please refer to (i) the section entitled "Risks and Uncertainties" in the most recent management discussion and analysis of the Company, and (ii) the risk factors outlined in the filing statement of the Company dated
The forward-looking statements contained in this news release are made as of the date of such document only and, accordingly, are subject to change after such date. The Company disclaims any intent or obligation to update publicly or otherwise revise any forward-looking statements or the foregoing list of assumptions or factors, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws.
Neither the 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 news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
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