Finlay Minerals Ltd. (TSX-V: FYL) is pleased to announce that, further to the Company’s news release dated November 21, 2019, the Company has closed, subject to receipt of final approval from the TSX Venture Exchange, its private placement financing for total proceeds of $1,000,000.
The Private Placement consisted of the issuance of: (i) a total of 10,000,000 units, at a price of $0.05 per Unit, with each Unit comprising one common share of the Company and one common share purchase warrant; and (ii) a total of 6,250,000 units, at a price of $0.08 per FT Unit, with each FT Unit comprising one common share of the Company which qualifies as a “flow-through share” within the meaning of the Income Tax Act (Canada) and one-half of one Unit Warrant.
Each Unit Warrant entitles the holder thereof to acquire one additional common share of the Company at an exercise price of $0.20 per Warrant Share for a period of four years from the closing of the Private Placement; provided that, at any time after four months and a day following closing of the Private Placement, if the closing price of the Company’s common shares trading on the TSX-V is $0.30 or higher for 20 consecutive trading days, the Company may accelerate the expiry of the Unit Warrants upon written notice to the holders thereof, and all such holders shall have 30 days from the date of such notice being provided to exercise their Unit Warrants.
All securities issued under the Private Placement are subject to a four-month hold period expiring on April 19, 2020. No finder’s fees were paid by the Company in connection with the Private Placement.
The Company expects to use the proceeds raised from the private Placement to conduct deep drilling on Finlay’s Silver Hope property, deep induced polarization (IP) geophysics on its PIL Property and for general working capital purposes.
In connection with the Private Placement, (i) John Barakso, Founder and Chairman of the Board of Directors, purchased a total of 6,187,500 FT Units, and (ii) Baril Developments Ltd. a private company controlled by John Barakso, purchased a total of 10,000,000 Units. The issuance of such FT Units and Units to Barakso and Baril, respectively, constitutes a “related party transaction” within the meaning of Policy 5.9 of the TSX-V and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions as a result of Mr. Barakso being a director and a “control person” (as defined under applicable securities laws) of the Company. The Company is relying on the exemption from the formal valuation requirement in section 5.5(b) of MI 61-101 (as a result of its common shares being listed on the TSX-V) and the exemption from the minority approval requirement in section 5.7(1)(b) of MI 61-101 (as neither the fair market value of Units and FT Units purchased, nor the consideration paid by Mr. Barakso and Baril has exceeded $2,500,000).
The securities being offered will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold within the United States absent registration or an exemption from the registration requirements. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States.
About Finlay Minerals Ltd.
Finlay is a TSX Venture Exchange company focused on exploration for base and precious metal deposits in northern British Columbia. The Company’s properties are:
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We acknowledge the [financial] support of the Government of Canada.