Aftermath Silver Ltd. (TSX-V: AAG) (OTCQX: AAGFF) (FSE: FLM1) is pleased to announce that it has closed its previously announced non-brokered private placement whereby the Company completed the issuance of 14,285,714 units at a price of $0.35 per Unit for gross proceeds of $5,000,000.
Each Unit consists of one common share in the capital of the Company and one-half of one transferable Common Share purchase warrant. Each Warrant is exercisable by the holder to acquire one additional Common Share for a period of 24 months from the date of issuance at a price of C$0.45 per Common Share.
The Company intends to use the net proceeds to complete geological, metallurgical and engineering studies at the Company’s Berenguela Silver-Copper-Manganese project in southern Peru and for general working capital purposes.
The Private Placement remains subject to the final approval of the TSX Venture Exchange. All securities issued pursuant to Private Placement are subject to a hold period expiring on January 26, 2025, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada. In connection with the Private Placement, the Company paid a cash commission of $150,000 to Canal Front Investments Inc.
None of the securities sold in connection with the Private Placement have been and will not be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful.
Mr. Eric Sprott, through 2176423 Ontario Ltd., a corporation which is beneficially owned by him, acquired 14,285,714 Units for $0.35 per Unit or a total consideration of $5,000,000. The acquisition of 14,285,714 Units resulted in an increase of holdings of approximately 5.7% of the outstanding Common Shares on a partially diluted basis (assuming exercise of all Warrants) from what was reported in 2176423 Ontario Ltd.’s last early warning report. Prior to the Private Placement, Mr. Sprott beneficially owned and controlled 35,459,694 Shares and 2,000,000 Warrants representing approximately 15.1% of the outstanding Shares on a non-diluted basis and 15.8% on a partially diluted basis assuming the exercise of such Warrants. Following the completion of the Private Placement, Mr. Sprott beneficially owns and controls 49,745,408 Shares and 9,142,857 Warrants representing approximately 19.98% of the outstanding Shares on a non-diluted basis and 22.8% on a partially-diluted basis assuming the exercise of such Warrants.
The Units were acquired by Sprott for investment purposes. Mr. Sprott has a long-term view of the investment and may acquire additional securities of the Company including on the open market or through private acquisitions or sell securities of the Company including on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors.
The participation by 2176423 Ontario Ltd. is considered a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the securities issued to 2176423 Ontario Ltd. nor the consideration for such securities will exceed 25% of the Company’s market capitalization.
A copy of Sprott’s early warning report will appear on Aftermath Silver’s profile on SEDAR+ and may also be obtained by calling Mr. Sprott’s office at (416) 945-3294 (1106-7 King Street East, Toronto, ON, M5C 3C5).
Berenguela Project: Background
Qualified person
Michael Parker, a fellow of the AusIMM and a non-independent director of Aftermath, is a non-independent qualified person, as defined by National Instrument 43-101. Mr. Parker has reviewed the technical content of this news release and consents to the information provided in the form and context in which it appears.
About Aftermath Silver Ltd.
Aftermath Silver Ltd. is a leading Canadian junior exploration company focused on silver, and aims to deliver shareholder value through the discovery, acquisition and development of quality silver projects in stable jurisdictions. Aftermath has developed a pipeline of projects at various stages of advancement. The Company’s projects have been selected based on growth and development potential.
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