Vancouver, BC, July 30, 2020 /CNW/ - Boreal Metals Corp.
("Boreal" or the "Company")
(TSXV: BMX) is pleased to announce that it is increasing its
previously announced non-brokered private placement to
approximately $3,000,000 (the
"Private Placement"). The Company also announces proposed
shares for debt transactions (the "Shares for Debt
Transactions").
Private Placement Update
Under the increased Private Placement, up to 54,545,454 units of
the Company ("Units") will be issued at $0.055 per Unit for total gross proceeds of up to
approximately $3,000,000. Each Unit
will consist of one common share (a "Common Share") and one
common share purchase warrant (a "Warrant"), with each
Warrant being exercisable for one additional Common Share at a
price of $0.11 for a period of 24
months from the date of issue.
In connection with the Private Placement, the Company will pay
finders' fees to certain arm's length finders
("Finders") consisting of: (a) cash of up to 8% of
proceeds raised under the Private Placement from subscribers
introduced to the Company by such Finders; and (b) warrants in an
amount equal to 8% of the number of Units acquired by subscribers
introduced to the Company by such Finders. All securities issued
under the Private Placement will be subject to a statutory hold
period expiring four months and one day from the issue
date.
The proceeds of the Private Placement will primarily be
used to continue exploration and drilling at the
Company's 100% owned Gumsberg property, and for
general working capital purposes. The Private Placement is
subject to TSX Venture Exchange ("TSXV")
approval.
Closing of the Private Placement is expected to occur on or
about August 7, 2020.
Shares for Debt Transactions
Pursuant to the Shares for Debt Transactions, subject to TSXV
approval, the Company has also agreed to issue (i) an aggregate
2,305,273 Units to certain parties, as consideration for certain
past services rendered, and (ii) an aggregate 7,326,473 Units to
EMX Royalty Corporation ("EMX"), in order to satisfy certain
indebtedness owing to EMX.
Pursuant to the Shares for Debt Transactions, subject to TSXV
approval, Patricio Varas, Executive
Chairman and CEO of the Company, will receive 1,650,000 Units,
Johannes Holzäpfel, of EMX, will receive 178,000 Units, and
Richard Mills, of Northern Venture
Group Ltd., will receive 477,273 Units; in all cases, as
consideration for certain past services rendered to Boreal. EMX
will receive, subject to TSXV approval, 7,326,473 Units, which will
facilitate: (i) an immediate reduction in the principal amount of
debt owed by the Company to EMX from $800,000 to $397,043.98, (ii) a 6-month extension of the
maturity date applicable to the remaining balance of such debt, and
(iii) EMX maintaining its current 12.89% ownership interest in the
Company on a non-diluted basis, following completion of the Private
Placement and Shares for Debt Transactions.
Subject to TSXV approval, the Units to be issued pursuant to the
Shares for Debt Transactions will be issued at a deemed price of
$0.055 per Unit, with each Unit
consisting of one Common Share and one Warrant bearing the same
terms as the Warrants issued on the Private Placement. All
securities issued under the Shares for Debt Transactions will be
subject to a four month hold period from the date of
issuance.
The proposed issuance of securities to EMX as part of the Shares
for Debt Transactions will be a "related party transaction" within
the meaning of Multilateral Instrument 61-101 - Protection of
Minority Security Holders in Special Transactions ("MI
61-101"). A material change report will be filed under MI
61-101 less than 21 days before the closing date of the Shares for
Debt Transactions. The Company believes this shorter period is
reasonable and necessary in the circumstances as the Company wishes
to improve its financial position by reducing its accrued
liabilities as soon as possible.
Closing of the Shares for Debt Transactions is expected to occur
on or shortly after the closing date of the Private Placement.
About Boreal Metals Corp.
Boreal is a mineral exploration company focused on the discovery
of silver, zinc, copper, and gold deposits in exceptional,
historical mining project areas spanning Sweden and Norway. The Company aims to
discover new economic mineral deposits in known mining districts
that have seen little or no modern exploration techniques.
The Company is led by an experienced management team and technical
team, with successful track records in mineral discovery, mining
development and financing.
On behalf of Boreal Metals
Corp.
Patricio Varas, Executive
Chairman and CEO
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.
Cautionary Note Regarding Forward-Looking Statements
This news release contains certain statements that may be deemed
"forward–looking statements". Forward–looking statements are
statements that are not historical facts and are generally, but not
always, identified by the words "expects", "plans", "anticipates",
"believes", "intends", "estimates", "projects", "potential" and
similar expressions, or that events or conditions "will", "would",
"may", "could" or "should" occur. Forward-looking statements
may include, without limitation, statements relating to future
outlook and anticipated events, such as the successful completion
of the Private Placement and the Shares for Debt Transactions, or
the anticipated use of proceeds of the Private Placement by the
Company. Although Boreal believes the expectations expressed in
such forward–looking statements are based on reasonable
assumptions, such statements are not guarantees of future
performance, are subject to risks and uncertainties, and actual
results or realities may differ materially from those in the
forward–looking statements. Such material risks and
uncertainties include, but are not limited to, Boreal's ability to
raise sufficient capital to maintain its mineral tenures and
concessions in good standing, to explore and develop its projects,
to repay its debt and for general working capital purposes; changes
in economic conditions or financial markets; the ability of Boreal
to obtain the necessary permits and consents required to explore,
drill and develop the projects and if obtained, to obtain such
permits and consents in a timely fashion relative to Boreal plans
and business objectives for the projects; the general ability of
Boreal to drill test its projects and find mineral resources; if
any mineral resources are discovered or acquired, the Company's
ability to monetize any such mineral resources; and changes in
environmental and other laws or regulations that could have an
impact on the Company's operations. Forward–looking statements are
based on the reasonable beliefs, estimates and opinions of Boreal
management on the date the statements are made. Except as required
by law, Boreal undertakes no obligation to update these
forward–looking statements in the event that management's beliefs,
estimates or opinions, or other factors, should change.
SOURCE Boreal Metals