/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT AUTHORIZED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./
JERSEY, UK, Feb. 26, 2018 /CNW/ - Tethyan Resources plc (TSXV: TETH) ("Tethyan" or the "Company") is pleased to announce the terms of a non-brokered private placement of up to 4,800,000 units at a price of $0.25 per unit for gross proceeds of up to $1,200,000. Each unit will be comprised of one ordinary share and one-half of one transferable share purchase warrant of the Company. Each whole warrant will be exercisable into one ordinary share of the Company at an exercise price of $0.35 per share for a period of three years from the closing date of the private placement. Southern Arc Minerals Inc. (TSXV: SA) ("Southern Arc") intends to invest up to $360,000 and acquire up to 1,440,000 units under the private placement.
The net proceeds from the private placement will be used to finance Tethyan's planned advancement of the Rudnitza copper-gold porphyry prospect in 2018, as well as other earlier-stage prospects toward the identification of new drill targets and for general working capital.
Southern Arc presently owns 29.89% of the issued and outstanding ordinary shares of Tethyan on an undiluted basis and will not exceed 29.99% of the issued and outstanding ordinary shares of Tethyan on closing of the private placement. The proposed private placement by Southern Arc will be a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") by virtue of Southern Arc being a "control person" of Tethyan. The private placement is exempt from the formal valuation requirements of MI 61-101 pursuant to section 5.5(b) thereof and is exempt from the minority shareholder approval requirements by virtue of section 5.7(1)(a) thereof.
In addition to other prospectus exemptions commonly relied on in private placements, the offering will be available to existing shareholders of the Company, who, as of the close of business on February 22, 2018, held ordinary shares of the Company (and who continue to hold such ordinary shares as of the closing date), pursuant to the prospectus exemption set out in B.C. Instrument 45-534 - Exemption From Prospectus Requirement for Certain Trades to Existing Security Holders and in similar instruments in other jurisdictions in Canada. The existing shareholder exemption limits a shareholder to a maximum investment of $15,000 in a 12-month period unless the shareholder has obtained advice regarding the suitability of the investment, and, if the shareholder is resident in a jurisdiction of Canada, that advice has been obtained from a person who is registered as an investment dealer in the jurisdiction. If the Company receives subscriptions from investors relying on the existing shareholder exemption exceeding the maximum offering, the Company may adjust the subscriptions received on a pro rata basis.
The Company will also make the offering available to certain subscribers pursuant to B.C. Instrument 45-536 Exemption From Prospectus Requirement for Certain Distributions Through an Investment Dealer. In accordance with the requirements of the investment dealer exemption, the Company confirms that there is no material fact or material change about the Company that has not been generally disclosed.
Tethyan Resources plc is a gold and base metal mineral exploration company incorporated in England & Wales. Tethyan is focused on the Tethyan Metallogenic Belt in Eastern Europe, mainly Serbia, where it is acquiring and exploring a portfolio of quality precious and base metals projects with known mineralisation and compelling drill targets. Tethyan emphasises responsible engagement with local communities and stakeholders, and is committed to proactively implementing Good International Industry Practice (GIIP) and sustainable health, safety and environmental management. More information can be found on our website: www.tethyan-resources.com.
TSX Venture Exchange Disclaimer
Neither the TSX Venture Exchange nor its Regulation Services Provider (as such term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward Looking Statements
Certain information contained herein constitutes "forward-looking information" under Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the private placement, the use of proceeds, the availability of certain prospectus exemptions and Southern Arc's participation in the private placement. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "intends", "will be" or variations of such words and phrases or statements that certain actions, events or results "will" occur. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Tethyan to be materially different from those expressed or implied by such forward-looking statements or forward-looking information, including: the receipt of all necessary regulatory approvals, capital expenditures and other costs, and financing and additional capital requirements. Although management of Tethyan have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or 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 statements 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 statements and forward looking information. Tethyan will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.
SOURCE Tethyan Resources PLC
For further information: Tethyan Resources plc, +44 1534 881 885, Fabian Baker (CEO), [email protected]