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VANCOUVER, May 13, 2019 /CNW/ - Tectonic Metals Inc. (the "Company" or "Tectonic") today announced that it is seeking to raise C$5,000,000 via a special warrant financing and pursuing a Direct Listing on the TSX Venture Exchange.
Tectonic was founded nearly two years ago by Eira Thomas, Tony Reda and Rob Carpenter who were key executive members of Kaminak, the company that raised C$165M to fund the acquisition, discovery and advancement of the Coffee Gold Project through to the completion of a bankable feasibility study before selling the multi-million ounce gold project to Goldcorp Inc. for C$520 million in 2016. These executives joined forces with Curt Freeman, President of Avalon Development Corporation, a highly regarded mineral exploration consulting firm based in Alaska, to form a new junior mining exploration company.
Tectonic's President & CEO, Tony Reda, commented, "It was clear from day one that Eira, Rob, Curt and I shared a passion for mineral exploration and discovery and the desire to bring something different to the mineral industry. Tectonic was the answer. Behind every successful company is a great team, and I am blessed to be working with such esteemed professionals dedicated and committed to working for our shareholders and making Tectonic a success. Now that we had a taste of what it takes to discover and advance a multi-million ounce gold district, we are hungrier than ever to not only do it again, but to do it better on every front imaginable. At Tectonic, our vision is simple – to be the number one mineral exploration company in the world. Now is the time for us to share that vision, passion and enthusiasm with the world on a larger stage."
Eira Thomas, the Founder, commented, "Exploration is the lifeblood of the mining industry, and where the most value can be leveraged for shareholders through the success of discovery. Tectonic brings together a strong, experienced team and top tier assets in highly rated, under-explored, first world jurisdictions. We have engaged early and developed key relationships with all of our stakeholders and First Nations partners with a commitment to maximizing value for the communities in which we live and work. The funds from the Offering will contribute to advancing four high potential gold projects, where up to three projects will be drill tested this year."
Offering of Special Warrants
Tectonic has entered into an agreement with Canaccord Genuity Corp., as lead agent, on its own behalf and, if applicable, on behalf of a syndicate of agents (collectively, the "Agents"), to sell, by way of private placement on a commercially reasonable efforts basis up to 14,285,715 special warrants of the Company (the "Special Warrants") at a price of C$0.35 per Special Warrant (the "Offering Price") for aggregate gross proceeds of up to C$5,000,000 (the "Brokered Offering"). Concurrently with the Brokered Offering, the Company intends to offer a non-brokered private placement basis special warrants on the same terms and conditions as the Brokered Offering (the "Non-Brokered Offering", and together with the Brokered Offering, the "Offerings").
Each Special Warrant will be exercisable into a unit (a "Unit") comprised of one common share in the capital of the Company (a "Share") and one-half of one common share purchase warrant in the Company (each whole common share purchase warrant, a "Warrant"). Each Warrant shall entitle the holder thereof to acquire one common share in the capital of the Company at an exercise price of C$0.50 per share. The Warrants will expire 24 months following the closing of the Offerings.
In connection with the Offerings, the Company has agreed to use its commercially reasonable efforts to obtain, within 120 days of the Closing Date, a prospectus receipt qualifying the distribution of the Shares and Warrants underlying the Special Warrants and to list the Company's common shares on the TSX Venture Exchange (the "Listing"). If and when the Company obtains such receipt, the Special Warrants will be automatically converted.
Each Special Warrant will automatically be converted on the earlier of (i) the fifth business day after a receipt for a final long form prospectus of the Company qualifying the distribution of the Shares and Warrants issuable upon the exercise of the Special Warrants, and (ii) the date that is 120 days following the closing of the Offerings. If the Company does not obtain the Prospectus Receipt within 120 days of such closing, each Special Warrant will be deemed to be exercised into 1.1 Units.
In connection with the Brokered Offering, the Company has granted the Agents an option (the "Agents' Option") to increase the size of the Brokered Offering by up to 2,142,857 Special Warrants (the "Additional Purchased Warrants") at the Offering Price per Additional Purchased Warrant, for additional gross proceeds of up to $750,000, on the same terms and conditions as the Special Warrants. The Agents' Option shall be exercisable by the Agents, in whole or in part, at any time up to 48 hours before the Closing Date.
The Offerings are expected to close on or about June 14, 2019 and are subject to the satisfaction of certain customary closing conditions. Unless the Listing occurs, all securities issued pursuant to the Offerings will be subject an indefinite hold period.
The Company intends to use the net proceeds of the Offerings for exploration activities, expansion initiatives, working capital and general corporate purposes.
To learn more about Tectonic Metals Inc., please visit the company website at www.tectonicmetals.com or view the company presentation by clicking the following link: https://www.tectonicmetals.com/presentation/
This news release does not constitute an offer to sell, solicitation or 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 United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
On behalf of Tectonic Metals Inc.,
President and Chief Executive Officer
For further information, please contact:
Director of Investor Relations
Tectonic Metals Inc. is a mineral exploration company created and operated by an experienced and well-respected technical and financial team with a track record of wealth creation for shareholders. Key members of the Tectonic team were involved in Kaminak Gold Corporation, the company that raised C$165M to fund the acquisition, discovery and advancement of the Coffee Gold Project through to the completion of a bankable feasibility study before selling the multi-million ounce gold project to Goldcorp Inc. for C$520 million in 2016.
Tectonic is focused on the acquisition, exploration and development of mineral resources from district-scale projects in politically stable jurisdictions that have the potential to host world class orebodies.
Tectonic believes that responsible mineral exploration and development can positively impact the communities in which the company lives and operates and is committed to early and ongoing community engagement, best practices in environmental stewardship and the development of a strong safety culture. Whether at home or at work, the Tectonic team is grounded on the following core values: passion, integrity, patience, focus, perseverance, honesty, fairness, accountability, respect and a play big mindset. The company works for its shareholders and is committed to creating value for them.
Cautionary Note Regarding Forward-Looking Statements
Certain information in this news release constitutes forward-looking information and statements under applicable securities law. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expect", "intend" and similar expressions and include, but are not limited to, statements with respect to: the terms of the Offerings; the terms of the Special Warrants, Units, Shares and Warrants; the number of Special Warrants to be sold; the gross proceeds of the Offerings; the filing of a Prospectus to qualify the distribution of the Shares and Warrants; obtaining the Prospectus Receipt; obtaining a TSX-V listing, the closing of the Offerings; the exercise of the Agents' Option; and the use of net proceeds of the Offerings. Forward-looking information is not a guarantee of future performance and is based upon a number of estimates and assumptions of management at the date the statements are made including, among others, assumptions about future prices of gold and other metal prices, currency exchange rates and interest rates, favourable operating conditions, political stability, obtaining governmental and other approvals (including the securities commissions and TSX Venture Exchange) and financing on time, obtaining required licenses and permits, labour stability, stability in market conditions, availability of equipment, accuracy of any mineral resources, successful resolution of disputes and anticipated costs and expenditures. Many assumptions are based on factors and events that are not within the control of Tectonic and there is no assurance they will prove to be correct.
Although Tectonic considers these beliefs and assumptions to be reasonable based on information currently available to it, they may prove to be incorrect, and the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Forward-looking statements necessarily involve known and unknown risks, including, without limitation: the Company's ability to implement its business strategies; risks associated with mineral exploration and production; risks associated with general economic conditions; adverse industry events; marketing and transportation costs; loss of markets; volatility of commodity prices; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; securities regulatory and stock exchange approvals; industry and government regulation; changes in legislation, income tax and regulatory matters; competition; currency and interest rate fluctuations; and other risks.
Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. Although Tectonic has attempted to identify important factors that could cause actual results to differ materially from those contained in 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 information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Tectonic does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
[Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.]
SOURCE Tectonic Metals Inc.