TSXV: BMET
VANCOUVER, May 7, 2019 /CNW/ - BeMetals Corp. (TSXV:
BMET) ("BeMetals" or the "Company") is pleased to
announce that it has closed the previously announced upsized
non-brokered private placement offering (the "Offering") of
subscription receipts of the Company ("Subscription Receipts") for
gross proceeds of $6,250,000.
In connection with the closing of the Offering, BeMetals has
issued 25,000,000 Subscription Receipts at a price of $0.25 per Subscription Receipt, which will
automatically convert into 25,000,000 units of the Company (the
"Units") following receipt of TSX Venture Exchange ("TSX-V")
approval of the transaction involving Thunder Mountain Gold Inc.
("Thunder Mountain") (the "Transaction"), as described and
disclosed by the Company's news release dated February 28, 2019. The TSX-V has granted
conditional approval of the Transaction and final approval will be
subject to BeMetals and Thunder Mountain fulfilling all of the
requirements of the TSX-V. The funds from this Offering will be
released to the Company by an escrow agent following receipt of
TSX-V approval and fulfilment of the conditions of the Transaction.
John Wilton, President and CEO of
BeMetals, commented, "Despite the current challenging market
conditions for financing mining endeavours, we are very pleased
with the interest in this private placement. Even after we upsized
this Offering, we remained oversubscribed with orders. The
fundraising was well supported by Company insiders and new
investors including a fund from Europe. We now look forward to having the
South Mountain Project transaction fully approved by the relevant
regulatory bodies and then carefully deploying the funds from this
financing to advance both the South Mountain Zinc-Silver Project in
Idaho and Pangeni Copper
Exploration Project in Zambia."
Each Unit consists of one common share in the capital of the
Company (a "Share") and one-quarter of a warrant. Each whole such
warrant will entitle the holder thereof to purchase one additional
Share at an exercise price of $0.35
per Share until May 6, 2021. If
the closing price of the Shares on the TSX-V is greater than
$0.70 for 15 consecutive trading
days, the Company may accelerate the expiry date of the warrants to
the 30th day after the date on which BeMetals provides
notice to the warrant holders of such acceleration.
The Subscription Receipts and all underlying securities to be
issued pursuant to the Offering are subject to a hold period under
applicable Canadian securities laws expiring on September 7,
2019.
Net proceeds of the Offering will be used to fund the Company's
planned underground drilling of the advanced stage, high-grade,
South Mountain Zinc-Silver Project in Idaho, U.S.A. Proceeds will also be used
for exploration core drilling, to test compelling targets from
aircore drilling results obtained below the thin Kalahari sand
cover during the 2018 field season at the Pangeni Copper Project in
Zambia. This will include initial
core drill testing of two newly identified targets, and drilling of
the highest tenor aircore sample, returned to date, of 1,268 ppm
copper. In addition, the Company will use proceeds to continue
identifying and pursuing other high quality base metal
projects and for general working capital.
In connection with the Offering and subject to the approval of
the TSX-V, the Company has agreed to pay aggregate finders' fees in
the amount of $180,050 including to
Haywood Securities Inc., Sprott Global Resource Investments Ltd.,
and Eight Capital in respect of certain sales under the
Offering.
About BEMETALS CORP.
BeMetals' founding Directors include Clive Johnson, Roger
Richer, Tom Garagan and
John Wilton. BeMetals is a new base
metals exploration and development company focused on becoming a
significant base metal producer through the acquisition of quality
exploration, development and potentially production stage base
metals projects. The Company's growth strategy is led by a strong
Board, key members of which have an extensive proven record of
accomplishment in delivering considerable value in the mining
sector through the discovery, construction and operation of mines
around the world. The Board, its Advisors, and senior management
also provide outstanding deal flow of projects to BeMetals based
upon their extensive network of contacts in the international
minerals business.
ON BEHALF OF BEMETALS
CORP.
"John
Wilton"
John Wilton
President, CEO and
Director
The technical information in this news release for
BeMetals, has been reviewed and approved by John Wilton, CGeol FGS, CEO and President of
BeMetals, and a "Qualified Person" as defined under National
Instrument 43-101.
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 release.
Cautionary Note Regarding Forward-Looking
Statements
This news release contains "forward-looking statements" and
"forward looking information" (as defined under applicable
securities laws), based on management's best estimates, assumptions
and current expectations. Such statements include but are not
limited to, statements with respect to the Offering, anticipate
receipt of TSX-V approval, plans for future exploration and
development of the South Mountain Project and the Pangeni Copper
Project, and plans for the identification and acquisition of
additional base metal projects. In making the forward-looking
statements in this news release, BeMetals has applied several
material assumptions, including the assumptions that (1) the
conditions precedent to completion of the Transaction with Thunder
Mountain will be fulfilled so as to permit the transactions
contemplated thereunder to be completed within the times described
in BeMetals' news release dated February 28,
2019; (2) all necessary approvals and consents in respect of
the Transaction will be obtained in a timely manner and on
acceptable terms; (3) that the conditions precedent to automatic
conversion of the Subscription Receipts into Shares will be
satisfied in a timely manner; and (4) general business and economic
conditions will not change in a materially adverse manner. Although
the Company has attempted to identify important factors that could
cause actual results to differ materially from those contained in
forward-looking statements, there may be other factors that cause
results not to be as anticipated, estimated or intended. These
statements should not be read as guarantees of future performance
or results. There can be no assurance that such statements will
prove to be accurate, as actual results and future events could
differ materially from those anticipated in such statements. Such
statements involve known and unknown risks, uncertainties and other
factors that may cause actual results, performance or achievements
to be materially different from those expressed or implied by such
statements. Please refer to the Company's most recent filings under
its profile at www.sedar.com for further information respecting the
risks affecting the Company and its business. The forward-looking
statements and forward looking information are made as of the date
hereof and are qualified in their entirety by this cautionary
statement. The Company disclaims any obligation to revise or
update any such factors or to publicly announce the result of any
revisions to any forward-looking statements or forward looking
information contained herein to reflect future results, events or
developments, except as require by law. Accordingly, readers should
not place undue reliance on forward-looking statements and
information.
SOURCE BeMetals Corp.