Toronto, Ontario–(Newsfile Corp. – January 11, 2021) – 1246768 B.C. Ltd. (“768“) and Millennial Silver Corp. (“Millennial Silver“) are pleased to announce the terms of the brokered private placement of subscription receipts (the “Private Placement“), in connection with the previously-announced series of transactions (collectively, the “Transactions“) among 768, Millennial Silver and Clover Nevada LLC that will, among other things, result in 768 (to be named “Millennial Precious Metals Corp.”) indirectly acquiring the Wildcat Property, the Mountain View Property, the Marr Property, the Ocelot Property, the Eden Property and the Dune Property located in Nevada (the “Nevada Properties“) and a lease and option to purchase the Red Canyon Property also located in Nevada (the “Red Canyon Property“). The Transactions are conditional on Millennial Silver completing the Private Placement and the TSX Venture Exchange (“TSXV“) approving the listing of the post-consolidation common shares of 768 (“Resulting Issuer Shares“) and other customary conditions. For further details relating to the Transactions, please refer to 768’s news releases dated December 11, 2020 and January 11, 2021.
Millennial Silver Private Placement
Millennial Silver and 768 have entered into an engagement letter dated January 11, 2021 with Stifel GMP and Eight Capital as lead agents (the “Lead Agents“), on behalf of a syndicate of investment dealers (together with the Lead Agents, the “Agents“), in connection with a private placement of a minimum of 30,000,000 subscription receipts (the “Subscription Receipts“) at a price of $0.50 per Subscription Receipt (the “Offering Price“), on a best efforts agency basis, for aggregate gross proceeds to Millennial Silver of a minimum of $15,000,000, plus up to an additional 10,000,000 Subscription Receipts issuable under the Private Placement pursuant to an option (the “Agents’ Option“) granted to the Agents. The Private Placement will include up to 6,000,000 Subscription Receipts to be issued to purchasers directly arranged by Millennial Silver through a president’s list (the “President’s List“). Closing of the Private Placement is expected to occur on or about February 11, 2021.
The Subscription Receipts will be created and issued pursuant to the terms of a subscription receipt agreement (the “Subscription Receipt Agreement“) to be entered into among the Lead Agents, Millennial Silver and a mutually agreed upon licensed Canadian trust company to act as the subscription receipt agent (the “Subscription Receipt Agent“). Each Subscription Receipt will be automatically converted, without payment of additional consideration or further action by the holder thereof, into one common share of Millennial Silver, subject to adjustment in certain events, immediately before the completion of the Transactions, upon the satisfaction or waiver of the Escrow Release Conditions (as will be defined in the Subscription Receipt Agreement), including that all conditions precedent to the Transactions have been satisfied at or before 5:00 p.m. (Toronto time) on the date that is 120 days after the closing date of the Private Placement (the “Escrow Release Deadline“). The common shares of Millennial Silver issued upon conversion of the Subscription Receipts will be exchanged for Resulting Issuer Shares concurrently with the completion of the Transactions.
In consideration for their services in connection with the Private Placement, Millennial Silver has agreed to pay the Agents a cash commission equal to 6.0% of the aggregate gross proceeds from the sale of the Subscription Receipts (3.5% with respect to the gross proceeds raised under the President’s List), 50% of which commission will be paid on the closing date of the Private Placement and the remaining 50% of which commission will be deposited in escrow. As additional consideration for the services of the Agents, the Agents will be granted non-transferable broker warrants (the “Broker Warrants“) equal to 6.0% of the aggregate number of Subscription Receipts issued (other than Subscription Receipts issued in connection with the President’s List). Each Broker Warrant will be exercisable to acquire one Resulting Issuer Share at a price of $0.50 per Resulting Issuer Share at any time on or before the date which is 24 months after the date on which the Escrow Release Conditions are satisfied.
Upon closing of the Private Placement, the aggregate gross proceeds of the Private Placement, less 50% of the cash commission and less 50% of the Agents’ expenses, will be deposited in escrow with the Subscription Receipt Agent pending satisfaction or waiver of the Escrow Release Conditions, in accordance with the provisions of the Subscription Receipt Agreement. If (i) the Escrow Release Conditions are not satisfied at or before the Escrow Release Deadline, (ii) the definitive agreement in connection with the Transactions is terminated, or (iii) Millennial Silver advises the Lead Agents or announces to the public that it does not intend to satisfy the Escrow Release Conditions, each of the then issued and outstanding Subscription Receipts will be cancelled and the Subscription Receipt Agent will return to each holder of Subscription Receipts an amount equal to the aggregate Offering Price of the Subscription Receipts held by such holder plus an amount equal to the holder’s pro rata share of any interest or other income earned on the escrowed funds (less applicable withholding tax, if any). To the extent that the escrowed funds are insufficient to refund such amounts to each holder of the Subscription Receipts, Millennial Silver shall be liable for and will contribute such amounts as are necessary to satisfy the shortfall.
The net proceeds of the Private Placement will be used by Millennial Silver to fund the acquisition of the Nevada Properties, fund further exploration on the Nevada Properties and the Red Canyon Property and for general corporate purposes following completion of the Transactions.
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. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Cautionary Note Regarding Forward-Looking Statements
This news release includes certain “forward-looking statements” under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the proposed Transactions; the terms and conditions of the proposed Private Placement; use of proceeds from the Private Placement; future development plans; and the business and operations of 768 after the proposed Transactions. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: satisfaction or waiver of all applicable conditions to the completion of the Transactions (including receipt of all necessary shareholder, stock exchange and regulatory approvals or consents, and the absence of material changes with respect to the parties and their respective businesses); ability to close the Private Placement on the proposed terms or at all; the synergies expected from the Transactions not being realized; business integration risks; fluctuations in general macroeconomic conditions; fluctuations in securities markets; fluctuations in spot and forward prices of gold, silver, base metals or certain other commodities; fluctuations in currency markets (such as the Canadian dollar to United States dollar exchange rate); change in national and local government, legislation, taxation, controls, regulations and political or economic developments; risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected formations pressures, cave-ins and flooding); inability to obtain adequate insurance to cover risks and hazards; the presence of laws and regulations that may impose restrictions on mining; employee relations; relationships with and claims by local communities and indigenous populations; availability of increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration and development (including the risks of obtaining necessary licenses, permits and approvals from government authorities); and title to properties.
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. 768 disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Completion of the Transactions is subject to a number of conditions, including but not limited to, TSXV acceptance. Where applicable, the Transactions cannot close until the required shareholder approval is obtained. There can be no assurance that the Transactions will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the listing application to be prepared in connection with the Transactions, any information released or received with respect to the Transactions may not be accurate or complete and should not be relied upon.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.
For further information, please contact:
1246768 B.C. Ltd.
James Ward, Director
Phone: (416) 416 897-2359
Millennial Silver Corp.
Jason Kosec, President & CEO
Phone: (250) 552-7424
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Not for distribution to United States news wire services or for dissemination in the United States.
To view the source version of this press release, please visit: https://www.newsfilecorp.com/release/71748
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