Metals Creek Resources Corp. (TSX-V: MEK ) and Benton Resources Inc. (TSX-V: BEX) are pleased to announce that they have been advised by Quadro Resources Ltd. that Quadro has filed documents with the TSX Venture Exchange seeking final approval of its private placement financing previously announced June 6, 2017, and June 30, 2017 (see Quadro release dated 05 Oct 2017). On exchange approval, the company will issue 7.41 million units, each unit consisting of one common share and one common share purchase warrant, each warrant being exercisable at 15 cents for 18 months from closing, and 6,448,500 flow-through units, each flow-through unit consisting of one common flow-through share and one-half of a common share purchase warrant, with each full warrant being exercisable at 20 cents for 18 months from closing.
All securities issued pursuant to this financing will be subject to a four-month hold period commencing on the date of issuance of the units and the flow-through units.
Finders’ fees totalling $61,791 will be paid and 617,910 finders’ warrants, with each warrant being exercisable for a common share of the company at a price of 15 cents for 18 months from closing, will be issued to certain arms-length individuals.
The financing was effected with two insiders of the company subscribing for 600,000 flow-though units on completion of the private placement, for aggregate subscription proceeds of $60,000, that portion of the financing a related party transaction as such term is defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is relying on exemptions from the formal valuation and minority approval requirements set out in MI 61-101. The company is exempt from the formal valuation requirement of MI 61-101 under sections 5.5(a) and (b) of MI 61-101 in respect of the transaction as the fair market value of the transaction, insofar as it involves the interested party, is not more than the 25 per cent of the company’s market capitalization, and no securities of the company are listed or quoted for trading on prescribed stock exchanges or stock markets. Additionally, the company is exempt from minority shareholder approval under sections 5.7(1)(a) and (b) of MI 61-101 as, in addition to the foregoing, (i) neither the fair market value of the flow-through units nor the consideration received in respect thereof from interested party exceeds $2.5-million, (ii) the company has one or more independent directors who are not employees of the company, and (iii) all of the independent directors have approved the transaction. Material change reports were not filed 21 days prior to the closing of the financing because insider participation had not been established at the time the financing was announced.
The financing and associated terms are subject to TSX Venture Exchange approval.
Under the terms of the Quadro Option Agreement (See MEK release dated 07 June 2017) and the terms agreed to by the TSX Venture exchange are, Quadro had to complete a 2:1 share consolidation (completed), has to complete a financing of up to $2 million and issue 4,000,000 common shares (post-consolidation) to each of Metals Creek and Benton. Quadro must also assume all the obligations under the Rose Gold property option, for which the optionor has agreed to accept common shares of Quadro in lieu of the 250,000 common shares of Metals Creek and 250,000 common shares of Benton (450,000 shares combined) originally negotiated. The Quadro Option Agreement will be subject to a royalty to be granted in favor of Metals Creek and Benton (the “Metals Creek/Benton Royalty”), as well as existing royalties held by Ed Northcott and Gilbert Lushman (the “Northcott/Lushman Royalty”), and by Shawn Rose (the “Rose Royalty).
About Metals Creek Resources Corp.
Metals Creek Resources Corp. is a junior exploration company incorporated under the laws of the Province of Ontario, is a reporting issuer in Alberta, British Columbia and Ontario, and has its common shares listed for trading on the Exchange under the symbol “MEK”. Metals Creek has earned a 50% interest in the Ogden Gold Property, including the former Naybob Gold mine, located 6 km south of Timmins, Ontario and has a 8 km strike length of the prolific Porcupine-Destor Fault (P-DF) that stretches between Timmins, Ontario and Val d’Or, Quebec. The Company has also recently entered into an Option/JV with Trifecta Gold Ltd. on Metals Creek’s Squid properties in Yukon. Metals Creek also has an option agreement with Quadro Resources on Metals Creeks and Benton Resources Staghorn Gold Project in Newfoundland as well as two option agreements with Anaconda Mining Inc. on Metals Creek’s Jacksons Arm and Tilt Cove Properties also in Newfoundland. The company have also signed a LOI on its Clarks Brook property with Sokoman Iron Corp. and is engaged in the identification, acquisition, exploration and development of other mineral resource properties, and presently has mining interests in Ontario, Yukon and Newfoundland and Labrador. Additional information concerning the Corporation is contained in documents filed by the Corporation with securities regulators, available under its profile at www.sedar.com.
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