The Offering consists of 15,000,000 units at a price of
Investment Highlights
Subject to TSX-V and shareholder approval, Glencore will invest a total of
Each unit will consist of one common share and one half of one non-transferrable common share purchase warrant; each warrant will entitle the holder thereof to purchase one additional common share in the capital of the Company at a price of
The private placement is subject to TSX-V approval and will occur in two tranches - the first tranche of 2,200,000 units (
Subject to completion of the second tranche of the Offering and Glencore owning at least 20.0% of the outstanding common shares on a non-diluted basis, Glencore will have the right to nominate a second member to Group Eleven's board of directors
Details on the Agreement
Subject to TSX-V and shareholder approval, and pursuant to the Subscription Agreement, Glencore will purchase 15,000,000 units in the capital of the Company at a price of
Immediately prior to entering into the Subscription Agreement, Glencore had ownership and control of 8,400,000 common shares and 4,200,000 warrants to purchase common shares, representing ownership and control of 11.6% of the outstanding common shares on a non-diluted basis, or 16.4% on a partially diluted basis. Completion of the first tranche, totalling 2,200,000 units (for gross proceeds of
Completion of the second tranche of the Offering, totalling 12,800,000 units (for gross proceeds of
Completion of each tranche of the Offering is respectively subject to the completion of certain conditions, including the receipt of all regulatory approvals (including the acceptance of the Exchange), and the receipt of the approval of the Company's shareholders for the issuance of the second tranche units and a resolution approving Glencore becoming a 'control person' of the Company.
Each unit consists of one common share and one-half of one non-transferable common share purchase warrant. Each whole warrant will entitle the holder to purchase, for a period of 36 months from the date of issue, one additional common share of Group Eleven (a 'warrant share') at an exercise price of
Group Eleven has covenanted that a maximum of
Upon completion of the second tranche of the Offering, the existing Investor Rights Agreement (dated
Glencore is a 'related party' of the Company within the meaning of that term defined in Multilateral Instrument 61-101 - Protection of Minority Shareholders in Special Transactions ('MI 61-101') as it currently owns more than 10% of the outstanding common shares on both a non-diluted and partially-diluted basis, and the Offering is a 'related party transaction' within the meaning of MI 61-101. The Company expects it will file a material change report less than 21 days before the expected closing date of the first tranche of the Offering. The Company believes this shorter period is reasonable and necessary in the circumstances to take advantage of available financing opportunities and address an immediate need for financing.
Certain information in this news release is provided by Glencore in satisfaction of the early warning requirements of National Instrument 62-104 - Take-Over Bids and Issuer Bids. Glencore has advised the Company it is acquiring the units for investment purposes and that it will continue to monitor the business, prospects, financial condition and potential capital requirements of the Company. Depending on its evaluation of these and other factors, Glencore has advised it may from time to time in the future increase or decrease its direct or indirect ownership, control or direction over securities of the Company through market transactions, private agreements, subscriptions from treasury or otherwise.
Glencore's address is
The Offering is conducted on a non-brokered basis and no finders fees will be payable.
About
Contact:
Tel: +353-85-833-2463
Email: b.jaworski@groupelevenresources.com
Cautionary Note Regarding Forward-Looking Information
This press release contains forward-looking statements within the meaning of applicable securities legislation. Such statements include, without limitation, statements regarding the satisfaction of conditions for and the timing for closing of either tranche of the Offering, the timing for calling and holding the Company's annual and special meeting of shareholders to approve, among other things, Glencore becoming a 'control person' of the Company, obtaining Exchange and shareholder approval for the Offering, future results of operations, performance and achievements of the Company, including the timing, content, cost and results of proposed work programs, the discovery and delineation of mineral deposits/resources/ reserves and geological interpretations. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. The Company cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward looking statements as a result of various factors, including, but not limited to, regulatory concerns, the effects of the ongoing COVID-19 public health emergency, and variations in the nature, quality and quantity of any mineral deposits that may be located. All of the Company's public disclosure filings may be accessed via www.sedar.com and readers are urged to review these materials, including the technical reports filed with respect to the Company's mineral properties.
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