/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES./
ROAD TOWN, Tortola, British Virgin
Islands, Aug. 14, 2019 /CNW/ -
Talon Metals Corp. (TSX: TLO) ("Talon" or the "Corporation") is
pleased to announce that it has sized its overnight marketed public
offering of common shares (the "Offering") at $10 million pursuant to the terms of an
underwriting agreement (the "Underwriting Agreement") entered into
today between the Corporation and a syndicate of underwriters
co-led by Paradigm Capital Inc. and Canaccord Genuity Corp. and
including Leede Jones Gable Inc. (collectively, the
"Underwriters"). The Corporation has agreed with the Underwriters
to sell 58,823,530 common shares (each a "Common Share") at a price
of $0.17 per Common Share for
aggregate gross proceeds of approximately $10 million.
Talon will file an amended and restated preliminary short form
prospectus in each of the provinces of Canada, other than the Province of Québec,
amending and restating the preliminary short form prospectus filed
on August 13, 2019 to reflect the
terms of the Offering.
Pursuant to the Underwriting Agreement, the Corporation has
granted the Underwriters an option (the "Over-Allotment Option") to
purchase up to 8,823,530 additional Common Shares, exercisable in
whole or in part at any time up to 30 days after and including the
closing date of the Offering.
The Corporation intends to use the net proceeds from the
Offering for advancing work related to its planned exploration and
development program at the Tamarack North Project in Minnesota, and for general working capital
purposes, as described in the prospectus.
Resource Capital Fund VI L.P. ("RCF") has advised the
Corporation that it intends to acquire approximately 20.0% of the
Common Shares sold pursuant to the Offering. RCF is the largest
shareholder of the Corporation and currently owns 227,196,154
Common Shares representing approximately 53% of the outstanding
Common Shares.
The Offering is expected to close on or about August 29, 2019 and is subject to certain
conditions including, but not limited to, the receipt of all
necessary approvals, including the approval of the Toronto Stock
Exchange (the "TSX").
The Common Shares have not been and will not be 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 news release shall not constitute
an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of the Common Shares in any jurisdiction in which
such offer, solicitation or sale would be unlawful.
About Talon
Talon is a TSX-listed company focused on producing nickel
responsibly for the electric vehicles industry. The high-grade
Tamarack Ni-Cu-Co Project is located in Minnesota, USA (which comprises the Tamarack
North Project and the Tamarack South Project). The Corporation has
a well-qualified exploration and mine management team with
extensive experience in project management.
Forward-Looking Statements
This news release contains certain "forward-looking statements".
All statements, other than statements of historical fact that
address activities, events or developments that the Corporation
believes, expects or anticipates will or may occur in the future
are forward-looking statements. These forward-looking statements
reflect the current expectations or beliefs of the Corporation
based on information currently available to the Corporation. Such
forward-looking statements include statements relating to the
anticipated use of the net proceeds from the Offering, the
anticipated closing date of the Offering, the intention of RCF to
acquire Common Shares pursuant to the Offering and the receipt of
all necessary approvals, including the approval of the TSX.
Forward-looking statements are subject to significant risks and
uncertainties and other factors that could cause the actual results
to differ materially from those discussed in the forward-looking
statements, and even if such actual results are realized or
substantially realized, there can be no assurance that they will
have the expected consequences to, or effects on the
Corporation.
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 Corporation disclaims any intent or obligation
to update any forward-looking statement, whether as a result of new
information, future events or results or otherwise. Although the
Corporation believes that the assumptions inherent in the
forward-looking statements are reasonable, forward-looking
statements are not guarantees of future performance and accordingly
undue reliance should not be put on such statements due to the
inherent uncertainty therein.
SOURCE Talon Metals Corp.
