Secures $1.9 million; large participation from current shareholders and insiders
DAN: TSX-V (Canada)
JE9N: FSE (Germany)
DRRSF: OTC (USA)
SAGUENAY, QC, Jan. 2, 2018 /CNW Telbec/ - Arianne Phosphate (the "Company" or "Arianne") (TSX VENTURE: DAN; OTC: DRRSF; FRANKFURT: JE9N), a development-stage phosphate mining company, advancing the Lac à Paul phosphate rock project in Quebec's Saguenay-Lac-Saint-Jean region, is pleased to announce that it has closed on a private placement financing for gross proceeds of $1,915,219 (the "Offering"). The majority of the financing was subscribed for by current shareholders of Arianne and, included the participation of all of the Company's Board of Directors and several members of the management team.
"I believe that the involvement of some of our largest shareholders in this financing, including that of the Company's Board of Directors and its management, shows a strong understanding of what Arianne has accomplished over the past year and illustrates the growing optimism surrounding the Company's future," said Brian Ostroff, CEO of Arianne Phosphate. "Through 2017, we have been able to advance our project towards development. Our ongoing project finance discussions involving both financial and strategic parties, as well as offtakers, have been proceeding well and the feedback has been very positive. It is these efforts that will ultimately allow us to unlock the inherent value in our Company and allow investors and stakeholders to be rewarded for their ongoing support of the project."
Under the terms of the Offering, the Company issued 3,040,030 units (the "Units") at a price of $0.63 per Unit. Each Unit is comprised of one common share (a "Common Share") and one half of one common share purchase warrant (each whole warrant being a "Warrant"). Each Warrant entitles its holder to purchase one common share at a price of $0.85 per share until December 29, 2020 (being 36 months following the closing date). If, however, at any time after four (4) months and one (1) day following the closing date, the trading price of the Common Shares on the TSX Venture Exchange (the "Exchange") is equal to or exceeds $1.25 for a period of ten (10) consecutive trading days, as evidenced by the price at the close of market, the Company shall be entitled to notify the holders of Warrants of its intention to force the exercise of the Warrants. Upon receipt of such notice, the holders of the Warrants shall have 30 days to exercise the Warrants, failing which the Warrants will automatically expire.
In conjunction with this financing, Arianne has paid finder fees to several agents in the amount of $43,029 and issued 66,800 non-transferable warrants entitling to acquire same number of Common Shares at a price of $0.63 per share until December 29, 2020. The securities issued in connection with the financing are subject to a regulatory hold period of four (4) months and one (1) day expiring on April 30, 2018. The financing remains subject to the final approval of the Exchange.
Directors and officers of the Company participated in the Offering and subscribed for an aggregate of 345,530 Units representing an aggregate amount of $217,684. Participation of insiders of the Company in the Offering constitutes a "related party transaction" as defined under Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions ("Regulation 61-101"). The Offering is exempt from the formal valuation and minority shareholder approval requirements of Regulation 61-101 as neither the fair market value of securities being issued to insiders nor the consideration being paid by insiders will exceed 25% of the Company's market capitalization. The Company did not file a material change report 21 days prior to the closing of the Offering as the details of the participation of insiders of the Company had not been confirmed at that time.
About Arianne Phosphate
Arianne Phosphate ("Arianne Phosphate Inc.") (www.arianne-inc.com) is developing the Lac à Paul phosphate deposits located approximately 200 km north of the Saguenay/Lac St. Jean area of Quebec, Canada. These deposits will produce a high quality igneous apatite concentrate grading 39% P2O5 with little or no contaminants. The Company has 103,570,880 million shares outstanding.
Neither 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 release.
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Cautionary Statements Regarding Forward Looking Information
This news release contains "forward-looking statements" and "forward-looking information" within the meaning of applicable securities regulations in Canada and the United States (collectively, "forward-looking information"). Forward-looking information includes, but is not limited to, anticipated quality and production of the apatite concentrate at the Lac à Paul project. Often, but not always, forward-looking information can be identified by the use of words such as "plans", "expects, "is expected", "budget", "scheduled", "estimates", forecasts", "intends", "anticipates", or "believes", or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", or "will" be taken, occur or be achieved. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: volatile stock price; risks related to changes in commodity prices; sources and cost of power facilities; the estimation of initial and sustaining capital requirements; the estimation of labour and operating costs; the general global markets and economic conditions; the risk associated with exploration, development and operations of mineral deposits; the estimation of mineral reserves and resources; the risks associated with uninsurable risks arising during the course of exploration, development and production; risks associated with currency fluctuations; environmental risks; competition faced in securing experienced personnel; access to adequate infrastructure to support mining, processing, development and exploration activities; the risks associated with changes in the mining regulatory regime governing the Company; completion of the environmental assessment process; risks related to regulatory and permitting delays; risks related to potential conflicts of interest; the reliance on key personnel; financing, capitalization and liquidity risks including the risk that the financing necessary to fund continued exploration and development activities at Lac à Paul project may not be available on satisfactory terms, or at all; the risk of potential dilution through the issue of common shares; the risk of litigation. Forward-looking information is based on assumptions management believes to be reasonable at the time such statements are made, including but not limited to, continued exploration activities, no material adverse change in commodity prices, exploration and development plans proceeding in accordance with plans and such plans achieving their stated expected outcomes, receipt of required regulatory approvals, and such other assumptions and factors as set out herein. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking information. Accordingly, readers should not place undue reliance on forward-looking information. Forward-looking information is made as of the date of this press release, and the Company does not undertake to update such forward-looking information except in accordance with applicable securities laws.
SOURCE Arianne Phosphate Inc.