(TheNewswire)
Rockport, Ontario – TheNewswire - March 26, 2021 – New Age Metals Inc. ( TSXV:NAM) ( OTC:NMTLF) (FSE:P7J) (" NAM " or the" Company "), is pleased to announce that it has receivedsubscriptions for a non-brokered private placement (the“ PrivatePlacement ”) of 31,562,500 units of securitiesof the Company (“Units”) at a purchase price of $0.16 perUnit for aggregate gross proceeds of $5,050,000. Eric Sprott hassubscribed for 31,250,000 of the Units ($5,000,000 of the PrivatePlacement).
Each Unit will be comprised of one common share in thecapital of the Company (a “ Common Share ”) and one-half of one CommonShare purchase warrant. Each whole warrant will entitle the holder topurchase one additional Common Share (a “ Warrant Share ”) atan exercise price of $0.20 at any time up to 24 months followingissuance.
The Private Placement is to be completed in twotranches. The first tranche of 18,281,250 Units is expected to becompleted on or about March 31, 2021. The second tranche of 12,968,750Units is to be completed five business days after the Company hasobtained shareholder approval (from disinterested shareholders) forthe new control person that would be created once Mr. Sprott’sbeneficial ownership exceeds 20%. The completion of the second trancheis conditional upon such shareholder approval being obtained by August30, 2021. Mr. Sprott will provide an undertaking not to exercise hiswarrants (if doing so would result in his non-diluted ownershipinterest exceeding 20%) until the Company has obtained suchshareholder approval.
Harry Barr, Chairman & CEO stated, “We areextremely pleased with Mr. Sprott’s strong support of the Company.His investment is expected to expedite theCompany’s plan to development at our flagship River Valley PlatinumGroup Metals Project and will allow us to become more aggressive indeveloping the balance of our green metal project portfolio. Webelieve that we are well positioned with a world class North Americanasset at an opportune time in the market where Platinum Group Metalsare in high demand and critical metal supply diversification intoNorth America is paramount. Shareholders can expect consistent updatesfrom both divisions throughout 2021.”
Mr. Sprott is an insider of the Company and, as such,his participation in the Private Placement is a related-partytransaction under Multilateral Instrument 61-101 Protection of Minority Security Holders inSpecial Transactions (“ MI 61-101 ”) and TSXVenture Exchange Policy 5.9 (which incorporates by reference MI61-101). The Company is relying on exemptions from the minorityshareholder approval and formal valuation requirements applicable torelated party transactions under sections 5.5(a) and 5.7(1)(a),respectively, of MI 61-101, as neither the fair market value of theUnits to be purchased on behalf of Mr. Sprott nor the consideration tobe paid by him exceeds 25% of the Company's market capitalization.
The Company is not filing a material change report inrespect of the related-party transaction at least 21 days prior to theclosing of the Private Placement, which the Company deems reasonablein the circumstances, so as to be able to avail itself of the proceedsof the Private Placement in an expeditious manner. The Company willfile a material change report on SEDAR in respect of the PrivatePlacement that will be found under the Company’s issuer profile.
In connection with the Private Placement, the Companywill pay finder fees to Mackie Research Capital Corporation in cashand warrants. Each such warrant will be exercisable for two years atan exercise price of $0.16 per Unit (being the same as the per Unitprice under the Private Placement).
All securities to be issued in connection with thePrivate Placement will be subject to a hold period of four months plusone day from the date of issuance of the Units. The closing of thePrivate Placement is conditional upon the receipt of the conditionalapproval of the TSX Venture Exchange, including conditional approvalfor the listing of the Common Shares to be comprised in the Units andthe Warrant Shares.
The Company intends to use the net proceeds from thesale of Units towards its exploration and development work on itsprojects. The primary use ofproceeds from this financing will be for the completion of a Prefeasibility Study andadditional exploration for the Company’s flagship River ValleyPlatinum Group Metals (PGM) Project, one of North America’s largestundeveloped primary palladium projects, and for general corporate andworking capital purposes .
About NAM
New Age Metals is a junior mineral exploration anddevelopment company focused on the discovery, exploration anddevelopment of green metal projects in North America. The Company hastwo divisions; a Platinum Group Metals division and a Lithium/RareElement division.
The PGM Division includes the 100% owned,multi-million-ounce, district scale River Valley Project, one of NorthAmerica’s largest undeveloped Platinum Group Metals Projects,situated 100 km from Sudbury, Ontario. The Company has recentlycompleted a Preliminary Economic Assessment on the project and subjectto financing, plans are tocomplete a Prefeasibility Study by the end of the first quarter of2022 . In Alaska, the Company owns 100% of theGenesis PGM-Cu-Ni Project.
The Lithium Division is one of the largest mineralclaim holders in the Winnipeg River Pegmatite Field, where the Companyis exploring for hard rock lithium and various rare elements such astantalum and rubidium. 2021plans include drone geophysics on three of the Company’s sevenprojects and a drill program on the Company’s Lithium TwoProject.
Our philosophy is to be a project generator with theobjective of optioning our projects with major and junior miningcompanies through to production. The Company is actively seeking anoption/ joint venture partner for its road-accessible GenesisPGM-Cu-Ni project in Alaska and for all or part of our LithiumDivision in Manitoba.
Investors are invited to visit theNew Age Metals website at www.newagemetals.com where they can reviewthe company and its corporate activities. Any questions or commentscan be directed to info@newagemetals.com or Harry Barr at Hbarr@newagemetals.com or Cody Hunt at Codyh@newagemetals.com or call 613 659 2773.
If you have not done so already, we encourage you tosign up on our website ( www.newagemetals.com ) to receive our updated news.
On behalf of the Board of Directors
“ Harry Barr”
Harry G. Barr
Chairman and CEO
Neither the TSX Venture Exchange nor its RegulationServices Provider (as that term is defined in the policies of the TSXVenture Exchange) accepts responsibility for the adequacy or accuracyof this release. Cautionary Note Regarding Forward Looking Statements:This release contains forward-looking statements that involve risksand uncertainties. These statements may differ materially fromactual future events or results and are based on current expectationsor beliefs. For this purpose, statements of historical fact may bedeemed to be forward-looking statements. In addition,forward-looking statements include statements in which the Companyuses words such as “continue”, “efforts”, “expect”,“believe”, “anticipate”, “confident”, “intend”,“strategy”, “plan”, “will”, “estimate”, “project”,“goal”, “target”, “prospects”, “optimistic” or similarexpressions. These statements by their nature involve risks anduncertainties, and actual results may differ materially depending on avariety of important factors, including, among others, the Company’sability and continuation of efforts to timely and completely makeavailable adequate current public information, additional or differentregulatory and legal requirements and restrictions that may beimposed, and other factors as may be discussed in the documents filedby the Company on SEDAR (www.sedar.com), including the most recentreports that identify important risk factors that could cause actualresults to differ from those contained in the forward-lookingstatements. The Company does not undertake any obligation to reviewor confirm analysts’ expectations or estimates or to releasepublicly any revisions to any forward-looking statements to reflectevents or circumstances after the date hereof or to reflect theoccurrence of unanticipated events. Investors should not place unduereliance on forward-looking statements.
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