TORONTO--(BUSINESS WIRE)--Aldridge Minerals Inc. (TSX-V: AGM):
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Aldridge Minerals Inc. (TSX-V: AGM) (“Aldridge” or the “Company”) announced today that it has executed a definitive subscription agreement with Ahmet Taçyildiz, the Chairman and controlling shareholder of ANT Holding Anonim Sti (“ANT”) and a director of Aldridge, in connection with a US$5 million non-brokered private placement (the “Private Placement”) of common shares (“Common Shares) of the Company. Common Shares issued pursuant to the Private Placement will be priced at US$0.15 (or approximately CAD$0.20) per Common Share.
Aldridge intends to use the net proceeds of the Private Placement to fund the completion of the Yenipazar Project land acquisition process, progress project development and for general corporate purposes.
The closing of the Private Placement is anticipated to occur on or about June 15, 2017 (the “Closing Date”). On the Closing Date, Ahmet Taçyildiz will purchase 33,333,333 Common Shares for gross proceeds of US$5,000,000. Upon the closing of the proposed Private Placement the Company understands that ANT and its wholly-owned subsidiaries, together with Mr. Taçyildiz, will own, or exercise control or direction over, a total of 66,617,442 common shares or approximately 47.4% of the outstanding Common Shares. In the event that Orion Fund JV Limited (“Orion”) exercises its existing anti-dilution rights prior to the closing of the Private Placement, the percentage of outstanding Common Shares held by ANT, its wholly-owned subsidiaries and Mr. Taçyildiz would decrease to 46.1%.
The Private Placement and any issue of Common Shares to Orion are “related party transaction” for the purposes of TSX Venture Exchange Policy 5.9 (“Policy 5.9”). The Company is relying upon the financial hardship exemption from the minority shareholder approval and formal valuation requirements of Policy 5.9.
The closing of the Private Placement is subject to certain conditions, including, but not limited to, the approval of the TSX Venture Exchange and the receipt of all other necessary regulatory approvals. The securities issued under the Private Placement will be subject to a statutory hold period expiring four months and one day from the Closing Date. In connection with the Private Placement, the Company will pay an aggregate financial advisory fee of US$150,000 to Scotiabank and Sprott Capital Partners.
In connection with the Private Placement, the Board of Directors of the Company (other than those directors who are not independent for purposes of applicable securities laws, including Mr. Taçyildiz) reviewed and approved the terms of the Private Placement, after careful consideration of those terms, the Company’s financial position and liquidity requirements, alternative sources of capital reasonably available to the Company, the opportunities afforded by the Private Placement, and other relevant factors.
The Company intends to file a material change report in respect of the Private Placement. The period between the filing of the material change report and the Closing Date is expected to be less than 21 days, which is necessary in order to address the near-term liquidity requirements of the Company.
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.
Aldridge is a development-stage mining company focused on its wholly owned and permitted Yenipazar polymetallic VMS Project (Gold, Silver, Copper, Lead, Zinc) in Turkey. Aldridge completed the Yenipazar Optimization Study and filed the related NI 43-101 compliant technical report in May 2014, which updated the original May 2013 Feasibility Study. The Optimization Study demonstrated that the Yenipazar Project is highly robust with an after-tax NPV of US$330 million at a 7% discount rate and an after-tax IRR of approximately 32%. The Company is currently advancing the Yenipazar Project on key aspects including land acquisition and financing.
Caution Regarding Forward-Looking Information
This news release includes certain forward-looking statements within the meaning of Canadian securities laws. Forward-looking statements involve risks, uncertainties and other factors that could cause actual results, performance, prospects and opportunities to differ materially from those expressed in such forward-looking statements. When used in this press release, words such as “proposed”, “may”, “would”, “could”, “will”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “plan”, and other similar expressions are intended to identify forward-looking statements. Such risks, uncertainties and factors, include, but are not limited to, the ability of the Company to obtain all necessary regulatory approvals and otherwise close the Private Placement or raise additional debt or equity financing on acceptable terms or at all; the risk that the Company’s failure to close the Private Placement or raise additional capital will have a material adverse effect on the Company’s liquidity, capital resources, results of operations, assets, properties and prospects, the ability of the Company to fund the purchase of the remaining land required to develop the Company’s Yenipazar Project, its ability to complete the land acquisition in 2017, and its ability to otherwise advance the development of the Project; the ability of the Company to pay its outstanding debts; economic performance; mineral prices; the future plans and objectives of the Company; and the other factors discussed under the heading “Risk Factors” in the Company’s Management’s Discussion and Analysis for the year ended December 31, 2016 and in other continuous disclosure filings made by the Company with Canadian securities regulatory authorities and available at www.sedar.com. Any number of important factors could cause actual results to differ materially from these forward-looking statements as well as future results.
Forward-looking information is based on a number of factors and assumptions which have been used to develop such information but which may prove to be incorrect, including, but not limited to, assumptions in connection with the continuance of Aldridge and its subsidiaries as a going concern, general economic, political and market conditions, mineral prices, and the accuracy of mineral resource estimates. Although Aldridge believes that the assumptions and factors used in making the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Aldridge disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise unless required by law.
Neither the 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.