(DNI : TSX-Ven)(DG7 : Frankfurt)
TORONTO, Nov. 17, 2014 /CNW/ - DNI Metals Inc. (the "Corporation" or "DNI") (DNI:TSX-Ven)(DG7:FSE) is pleased to announce that it is proceeding with the consolidation of its common shares (the "Common Shares") traded on TSX Venture Exchange (the "TSXV") on the basis of a consolidation ratio of ten (10) pre-consolidation Common Shares for one (1) post-consolidation Common Share (the "Share Consolidation"). The purpose of the Share Consolidation is to increase the share price and decrease the number of issued and outstanding Common Shares to improve the marketability of the Common Shares and better position the Corporation for the future financing transactions and corporate development opportunities.
The Share Consolidation was approved by the Corporation's Board of Directors on November 17, 2014. The Corporation is in the process of completing the necessary filings with the TSXV to effect the Share Consolidation as soon as the regulatory approvals have been obtained. Subject to approval of the TSXV, the post-consolidation Common Shares are expected to begin trading on the TSXV under the existing stock symbol "DNI" on the TSXV. The Corporation will issue a future News Release announcing the effective date of the Share Consolidation as soon as the regulatory approvals are obtained.
Pursuant to the Share Consolidation, each ten (10) Common Shares issued and outstanding on the effective date will automatically be classified, without any action of the holder thereof, into one (1) Common Share. The exercise or conversion price and the number of Common Shares issuable under any of the Corporation's outstanding warrants and stock options will be proportionately adjusted to reflect the Share Consolidation in accordance with their respective terms thereof. As a result of the Share Consolidation, the number of issued and outstanding Common Shares will be reduced from 74,857,022 to 7,485,702. No fractional Common Shares will be issued pursuant to the Share Consolidation. And any fractional shares that would otherwise be issued will be rounded down or up to the nearest whole number.
With respect to Share Consolidation, registered shareholders of the Corporation will be receiving a letter of transmittal from Computershare Investor Services Inc., the Corporation's Stock Transfer Agent. The letter of transmittal will enable registered shareholders to exchange their old share certificates representing the pre-consolidation Common Shares by new share certificates representing the post-consolidation Common Shares, in accordance with the instructions set forth in the letter of transmittal. Until surrendered, each share certificate representing the pre-consolidation Common Shares will be deemed for all purposes to represent the number of whole post-consolidation Common Shares to which the holder is entitled as a result of the Share Consolidation. Shareholders who hold their Common Shares through a broker or other intermediary and do not have Common Shares registered in their name, they will not need to complete a letter of transmittal while the exchange will be completed by their broker or intermediary.
On a post-consolidation basis, there will be 7,485,702 Common Shares issued and outstanding shares before the contemplated Private Placement.
The Corporation's Board of Directors also approved the filing with TSXV of a Private Placement Notice Form allowing it to complete a non-brokered private placement of up to 4,000,000 Common Shares at a price of $0.15 per Common Share for gross proceeds of $600,000.00 (the "Private Placement"). Subject to TSXV conditional approval, this Private Placement will be done on a post-consolidation basis.
In order to finance the Corporation pursuant to the Private Placement, the Corporation's insiders are entitled to subscribe to any Common Shares offered under the Private Placement (the "Insiders' Participation"). The Insiders' Participation is exempt from the formal valuation and shareholder approval requirements provided under Regulation 61-101 respecting Protection of Minority Holders in Special Transactions ("Regulation 61-101") in accordance with sections 5.5(a) and 5.7(a) of said Regulation 61-101. The exemption is based on the fact that the market value of the Insiders' Participation or the consideration paid by such insider does not exceed 25% of the market value of the Corporation. The Corporation did not file a material change report at least 21 days prior to the completion of the private placement since the Insiders' Participation was not determined at that moment.
The use of Proceeds of the Private Placement will be for corporate cash flow purposes.
Mr. Justin Fogarty has resigned from the Board of Directors, for personal reasons. The company would like to thank Justin for all his support.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
DNI - TSX Venture
DG7 - Frankfurt
Issued: 7,485,702 (on a post-consolidation basis)
We seek Safe Harbour. This announcement includes forward looking statements. While these statements represent DNI's best current judgment, they are subject to risks and uncertainties that could cause actual results to vary, including risk factors listed in DNI's Annual Information Form and its MD&As, all of which are available from SEDAR and on its website.
SOURCE: DNI Metals Inc.