Apollo Silver Corp. (TSX-V:APGO)(OTCQB:APGOF)(Frankfurt:6ZF0) is pleased to announce that it has closed the first tranche of its previously announced upsized non-brokered private placement and has issued an aggregate of 3,000,000 units at a price of $5.00 per Unit for aggregate gross proceeds of $15,000,000.
As previously announced, Eric Sprott, one of Apollo Silver’s largest shareholders, participated in the first tranche and subscribed for 2,500,000 Units, for gross proceeds of $12,500,000. The first tranche also included participation from Apollo Silver insiders, including certain directors and officers of the Company.
Eric Sprott, through 2176423 Ontario Ltd., a corporation beneficially owned by him, acquired 2,500,000 Units pursuant to the first tranche of the Offering for total consideration of $12,500,000. Prior to the Offering, Mr. Sprott beneficially owned and controlled 3,688,889 Shares and 1,388,889 Warrants, representing approximately 6.5% of the outstanding Shares on a non-diluted basis and 8.7% of the outstanding Shares on a partially-diluted basis assuming exercise of such Warrants.
As a result of closing the first tranche of the Offering, Mr. Sprott now beneficially owns and controls 6,188,889 Shares and 3,888,889 Warrants, representing approximately 10.3% of the outstanding Shares on a non-diluted basis and 15.8% of the outstanding Shares on a partially-diluted basis assuming exercise of such Warrants. The securities are held for investment purposes.
Mr. Sprott has a long-term view of the investment and may acquire additional securities including on the open market or through private acquisitions or sell the securities including on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors.
A copy of the early warning report with respect to the foregoing will appear on Apollo Silver’s profile on SEDAR+ at www.sedarplus.ca and may also be obtained by calling Mr. Sprott’s office at (416) 945-3294 (2176423 Ontario Ltd., 7 King Street East, Suite 1106, Toronto Ontario M5C 3C5).
The first tranche of the Offering included participation by certain insiders of the Company for an aggregate of 471,000 Units totaling gross proceeds of $2,355,000. Such participation constitutes a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The issuance of securities to insiders is exempt from the valuation requirement pursuant to section 5.5(b) of MI 61-101, as the Company’s shares are not listed on a specified market, and from the minority shareholder approval requirement pursuant to section 5.7(a) of MI 61-101, as the fair market value of the securities issued to related parties does not exceed twenty five percent of the Company’s market capitalization.
A fund managed by Jupiter Asset Management has subscribed for Units under the Offering, which are expected to be issued in a subsequent and final tranche upon receipt of, and subject to, the completion of additional regulatory submissions and acceptance by the TSX Venture Exchange. The first tranche of the Offering remains subject to final approval of the TSXV.
“The participation of a key shareholder and Apollo Silver insiders reflects strong alignment around the strategic value of primary silver assets in tightening silver markets,” said Ross McElroy, President and CEO of Apollo Silver. “This financing further reinforces our positioning as a silver-focused company advancing large-scale assets in stable jurisdictions.”
Each Unit issued pursuant to the Offering consists of one common share (a “Share”) in the capital of the Company and one common Share purchase warrant (a “Warrant”). Each Warrant entitles the holder thereof to purchase one Share at an exercise price of $7.00 for a period of 24 months from the closing date of the Offering.
In connection with subscriptions received in the first tranche of the Offering, the Company paid aggregate finder’s fees totaling $312,500, consisting of 62,500 Units issued to Research Capital Corporation on the same terms as the Units issued under the Offering, except that the Warrants comprising such Units are non-transferable.
The securities issued under the first tranche of the Offering are subject to a four-month hold period from the date of closing. The Company intends to use the net proceeds from the Offering to continue advancing the Calico Silver Project in San Bernardino, California; support community relations initiatives at the Cinco de Mayo Silver Project in Chihuahua, Mexico; cover ongoing property maintenance costs at both projects; and for general corporate purposes. The Offering remains subject to the final acceptance of the TSX-V.
The Shares have not been, and will not be, registered under the United States Securities Act of 1933, or any U.S. state securities laws, and may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an applicable exemption therefrom. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Apollo Silver Corp.
Apollo Silver is advancing one of the largest undeveloped primary silver projects in the US. The Calico project hosts a large, bulk minable silver deposit with significant barite and zinc credits – recognized as critical minerals essential to the US energy and medical sectors. The Company also holds an option on the Cinco de Mayo Project in Chihuahua, Mexico, which is host to a major carbonate replacement deposit that is both high-grade and large tonnage. Led by an experienced and award-winning management team, Apollo Silver is well positioned to advance the assets and deliver value through exploration and development.
Please visit www.apollosilver.com for further information.
ON BEHALF OF THE BOARD OF DIRECTORS
Ross McElroy
President and CEO
For further information, please contact:
Email: info@apollosilver.com
Telephone: +1 (604) 428-6128
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