NOT FOR DISTRIBUTION TO UNITED STATES NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Aston Bay Holdings Ltd. (TSXV:BAY)(OTCQB:ATBHF) (the “Company” or “Aston Bay”) today announces the closing of its previously announced negotiated private placement (the “LIFE Offering”) and its concurrent non-brokered private placement (the “ Concurrent Offer” and, together with the LIFE Offer, the “Offer”) for total gross proceeds of approximately C$2.5 million
Under the terms of the LIFE Offering, the Company issued 28,847,375 units (“Units“), priced at CA$0.08 per unit, for aggregate gross proceeds of approximately CA$2.31 million. Cantor Fitzgerald Canada Corporation (the “Agent“) acted as sole agent and bookrunner in connection with the LIFE offering. The concurrent offering was carried out on the basis of a non-brokered private placement in which 2,450,000 units were were issued for total gross proceeds of CA$196,000 under the same conditions as the LIFE offering.
Each unit consists of one common share of the Company (each, a “Common stock“) and one common share purchase warrant (each, a “To guarantee“). Each warrant entitles its holder to purchase one common share at a price of C$0.12 at any time on or before October 5, 2025.
The Company intends to use the net proceeds of the Offering for the exploration and development of the Company’s projects in Virginia, as well as for working capital and general corporate purposes.
In connection with the LIFE offering and in consideration for their services, the Company paid the Agent a cash commission of CA$120,227.40 and issued to the Agent 1,502,843 non-transferable warrants of the Company (the “Broker Warrants“). Each broker warrant entitles the holder thereof to acquire one common share at a price of C$0.08, subject to adjustment in certain cases, at any time on or before October 5, 2025.
28,847,375 units were offered under the financing exemption by a listed issuer (the “Exemption from financing of a listed issuer“) as set out in Part 5A of National Regulation 45-106 — Prospectus exemptions (“Regulation 45-106“). An offering document relating to the portion of the offering made pursuant to the financing exemption of a listed issuer has been filed on the company’s profile on SEDAR+ at (www.sedarplus.ca). The remainder of the Units, sold in the Concurrent Offering, were issued in a private placement pursuant to exemptions from prospectus requirements in Canada other than the listed issuer financing exemption and in foreign jurisdictions.
Common shares issuable as a result of the sale of units under the financing exemption of a listed issuer are not subject to a hold period under Canadian securities laws and are immediately freely tradable, while common shares and warrants issuable following the sale of units under other prospectus exemptions in Canada are subject to a four-month hold period.
The securities offered in the Offering have not been and will not be registered under the US Securities Act of 1933, as amended (the “US Securities Law“) or any U.S. state securities law, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or any applicable exemption from the registration requirements of the United States Securities Act and applicable U.S. state securities laws.
About Aston Bay Holdings
Aston Bay is a publicly traded mineral exploration company exploring for high-grade copper and gold deposits in Virginia, United States, and Nunavut, Canada. The company is led by CEO Thomas Ullrich and exploration in Virginia is led by company advisor Don Taylor, winner of the 2018 Thayer Lindsley Prize for his discovery of the Taylor Pb-Zn-Ag deposit in Arizona. The Company is currently exploring the high-grade Buckingham gold vein in central Virginia and is in advanced stages of negotiations on other lands with high-grade copper potential in the region.
The Company and its joint venture partners, American West Metals Limited and its wholly owned subsidiary, Tornado Metals Ltd. (collectively, “American West“) have agreed to form a 20/80 unincorporated joint venture and enter into a joint venture agreement with respect to the Storm Project property, which hosts the Storm Copper Project and the Seal Zinc deposit. Under such agreement, Aston Bay will benefit from a free interest-bearing right until American West has made a decision to operate a mine upon completion of a bankable feasibility study, meaning American West will be solely responsible for financing of the joint venture until such a decision is made. Once such decision is made, Aston Bay will be diluted in the In the event that it does not elect to contribute its proportionate share, its interest in the Storm Project property will be converted into a 2% royalty on net smelter revenues if its interest is diluted to less than 10%.
Further details are available on the Company’s website at https://astonbayholdings.com/.
FORWARD-LOOKING STATEMENTS
Statements made in this press release, including those regarding the offering, including use of proceeds, as well as management’s objectives, forecasts, estimates, expectations or predictions regarding the future may constitute “forward-looking statements ”, which can be identified by the use of the conditional or future tense or by the use of verbs such as “believe”, “expect”, “may”, “will”, “should”, “estimate” , “anticipate”, “project”, “plan”, and words of similar importance, including their variations and negative forms. This press release contains forward-looking statements which reflect, as of the date of this press release, Aston Bay’s expectations, estimates and projections regarding its operations, the mining industry and the economic environment in which it operates. Statements in this press release that are not supported by historical facts are forward-looking statements, meaning they involve risks, uncertainties and other factors that could cause actual results to differ materially. those expressed or implied by these forward-looking statements. Although Aston Bay believes that the assumptions inherent in the forward-looking statements are reasonable and undue reliance should not be placed on these statements, which speak only as of the date of this press release. Aston Bay 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. We are looking for a safe haven.
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 press release.
FOR MORE INFORMATION, CONTACT US :
Thomas Ullrich, Managing Director
thomas.ullrich@astonbayholdings.com
(416) 456-3516
SOURCE:Aston Bay Holdings Ltd.
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