/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, Jan. 30,
2023 /CNW/ - Awalé Resources Limited
("Awalé" or the "Company") (TSXV: ARIC) – is
pleased to announce that it has entered into an agreement with
Beacon Securities Limited ("Beacon" or the "Agent"),
as sole agent in connection with a best efforts private placement
of up to 9,678,000 units of the Company (the "Units") at a
price of $0.155 per Unit (the
"Issue Price") for aggregate gross proceeds to the Company
of up to $1,500,090 (the
"Offering"). Each Unit shall consist of one common share in
the capital of the Company (a "Common Share") and one-half
of one Common Share purchase warrant (each whole warrant, a
"Warrant"). Each Warrant will be exercisable to acquire one
Common Share (a "Warrant Share") for a period of 36 months
following the closing of the Offering at a price of $0.25 per Warrant Share.
The securities to be issued under the Offering will be offered
by way of private placement in each of the Provinces of
Canada and such other
jurisdictions as may be determined by the Company, in each case,
pursuant to applicable exemptions from the prospectus requirements
under applicable securities laws.
The Company intends to use the net proceeds from the Offering
for exploration and development expenditures at the Company's
projects in Côte d'Ivoire, settlement of certain payables and
general working capital purposes.
The Company has granted Beacon an option, exercisable in whole
or in part at any time up to 48 hours prior to the closing of the
Offering, to sell up to an additional 9,678,000 Units at the Issue
Price.
The Offering is expected to close on or about February 22, 2023 (the "Closing
Date"), and is subject to certain conditions including,
but not limited to, the receipt of all necessary approvals,
including the approval of the TSX Venture Exchange.
The securities issued in connection with this Offering will be
subject to a four-month hold period from the date of closing of the
Offering in addition to any other restrictions under applicable
law.
The Offering will be conducted pursuant to the terms of an
agency agreement to be entered into between the Company and the
Agent on or prior to the Closing Date. In connection with the
Offering, subject to TSX Venture Exchange approval, the Agent will
receive: (i) a 6.0% cash fee; (ii) that number of compensation
options (the "Compensation Options") as is equal to 6.0% of
the aggregate number of Units sold under the Offering; and
(iii) a corporate finance fee equal to $100,000, payable in Units at the Issue Price.
Each Compensation Option will be exercisable into one Common
Share at the Issue Price for a period of 36 months from the
closing date of the Offering.
The securities offered have not been registered under the
U.S. Securities Act of 1933, as amended, and may not be offered or
sold in the United States absent
registration or an applicable exemption from the registration
requirements. This press 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 any State in which such offer,
solicitation or sale would be unlawful.
AWALE RESOURCES LIMITED.
"Glen
Parsons"
Glen Parsons,
President and CEO
About Awalé Resources
Awalé is an exploration company focused on the discovery of
large high-grade gold and copper-gold deposits. The Company
currently undertakes exploration activities in the underexplored
parts of Côte d'Ivoire. Awalé's success to date at the Odienné
Project in the Northwest of Côte d'Ivoire has culminated in a fully
funded earn-in Joint Venture with Newmont (the "Newmont JV")
covering the Odienné Project where two primary targets for
world-class discoveries have been made: i) the gold-rich Empire
corridor and ii) the recently defined Charger, Sceptre and now Lando Iron Oxide Copper Gold
("IOCG") targets. Parts of the remaining 200km2
of granted tenure and 400km2 under application remains
underexplored and offers significant IOCG potential. The Newmont JV
forms the solid foundation for the Company to continue looking at
new opportunities in new jurisdictions which offers significant
potential for district scale discoveries.
Forward-Looking
Information
This press release contains forward-looking information within
the meaning of Canadian securities laws (collectively
"forward-looking statements"). Forward-looking statements
are typically identified by words such as: believe, expect,
anticipate, intend, estimate, plans, postulate and similar
expressions, or are those, which, by their nature, refer to future
events. All statements that are not statements of historical fact
are forward-looking statements. Forward-looking statements in this
press release include but are not limited to statements regarding
the Company's presence in Côte d'Ivoire and ability to achieve
results, creation of value for Company shareholders, achievements
under the Newmont JV, planned drilling, commencement of operations,
the timing and completion of the Offering, the use of proceeds of
the Offering and the availability of regulatory approvals for the
Offering. Although the Company believes any forward-looking
statements in this press release are reasonable, it can give no
assurance that the expectations and assumptions in such statements
will prove to be correct.
The Company cautions investors that any forward-looking
statements by the Company are not guarantees of future results or
performance and that actual results may differ materially from
those in forward-looking statements as a result of various factors,
including the potential inability to obtain required regulatory
approvals and satisfy other applicable closing conditions; possible
adverse impacts due the global outbreak of COVID-19; the Company's
inability to generate sufficient cash flow or raise sufficient
additional financing requirements; volatility in metals prices; the
ability of the Company to retain its key management employees and
skilled and experienced personnel; conflicts of interest;
litigation or other administrative proceedings brought against the
Company; actual or alleged breaches of governance processes or
instances of fraud, bribery or corruption; exploration, development
and mining risks and the inherently dangerous nature of the mining
industry, and the risk of inadequate insurance or inability to
obtain insurance to cover these risks and other risks and
uncertainties; property and mineral title risks including defective
title to mineral claims or property; changes in national and local
government legislation, taxation, controls, regulations and
political or economic developments in Canada and Côte d'Ivoire; equipment shortages
and the ability of the Company to acquire necessary access rights
and infrastructure for its mineral properties; environmental
regulations and the ability to obtain and maintain necessary
permits, including environmental authorizations and water use
licences; extreme competition in the mineral exploration industry;
delays in obtaining, or a failure to obtain, permits necessary for
current or future operations or failures to comply with the terms
of such permits; risks of doing business in Côte d'Ivoire,
including but not limited to, labour, economic and political
instability and potential changes to and failures to comply with
legislation; the Company's common shares may be delisted from the
TSX Venture Exchange if it cannot maintain compliance with the
applicable listing requirements; and other risk factors described
other filings with Canadian securities regulators, which may be
viewed at www.sedar.com. Any forward-looking statement speaks only
as of the date on which it is made and, except as may be required
by applicable securities laws, the Company disclaims any intent or
obligation to update any forward-looking statement, whether because
of new information, future events or results or otherwise.
Cautionary Statement
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 RELEASE.
SOURCE Awalé Resources Limited