(TheNewswire)
Rockport, Ontario – TheNewswire - March 31 2021 – NewAge Metals Inc. ( TSXV:NAM) ( OTC:NMTLF) (FSE:P7J) (" NAM " or the" Company "), is pleased to announce that further to the newsrelease of March 26, 2021, the Company has completed the first trancheof its private placement (“Private Placement”) raising grossproceeds of $2,975,000.
The Company has issued an aggregate of 18,593,750 units(“Units”) at a purchase price of $0.16 per Unit for aggregategross proceeds of $2,975,000. Eric Sprott has closed 18,281,250 ofthe Units for $2,925,000.
Each Unit consisted of one common share and one half ofone share purchase warrant, whereby each whole warrant entitles theholder to purchase one additional common share at a purchase price of$0.20 per share at any time up to March 31, 2023.
Eric Sprott, through 2176423 Ontario Ltd., acorporation which is beneficially owned by him, acquired 18,281,250Units pursuant to the Private Placement for total consideration of$2,925,000. Prior to the Private Placement, Mr. Sprott beneficiallyowned or controlled 20,250,000 Common Shares and 17,125,000 Warrantsof the Company. As a result of the Private Placement, Mr. Sprottbeneficially owns and controls 38,531,250 Common Shares and 26,265,625Warrants representing approximately 19.9% of theissued and outstanding shares of the Company on a non-diluted basisand approximately 29.5% of the issued and outstanding shares of theCompany on a partially diluted basis assuming the exercise ofWarrants.
The Units were acquired by Mr. Sprott for investmentpurposes. Mr. Sprott has a long-term view of the investment and mayacquire additional securities of the Company including on the openmarket or through private acquisitions or sell securities of Companyincluding on the open market or through private dispositions in thefuture depending on market conditions, reformulation of plans and/orother factors that Mr. Sprott considers relevant from time totime.
A copy of the applicable early warning report willappear on the Company’s profile on SEDAR and may also be obtained bycalling Mr. Sprott’s office at (416) 945-3294 (200 Bay Street, Suite2600, Royal Bank Plaza, South Tower, Toronto, Ontario M5J 2J1).
The second tranche of 12,968,750 Units is to becompleted five business days after the Company has obtainedshareholder approval (from disinterested shareholders) for the newcontrol person that would be created once Mr. Sprott’s beneficialownership exceeds 20%. The completion of the second tranche isconditional 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.
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 marketcapitalization.
In connection with the first tranche of the PrivatePlacement, the Company has paid finder fees to Mackie Research CapitalCorporation of $193,375 in cash and issued 1,208,594 warrants. Eachsuch warrant will be exercisable for two years at an exercise price of$0.16 per Unit (being the same as the per Unit price under the PrivatePlacement).
All securities issued in connection with the privateplacement are subject to TSX Venture Exchange approval and afour-month and a day hold period expiring on August 1, 2021 inaccordance with applicable Securities Laws.
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 aPrefeasibility Study and additional exploration for the Company’sflagship River Valley Platinum Group Metals (PGM) Project, one ofNorth America’s largest undeveloped primary palladium projects, andfor general corporate and working 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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