Vancouver, British Columbia – August 11, 2014 – Aston Bay Holdings Ltd. (TSX-V: BAY) (“Aston Bay” or the “Company”) is pleased to announce that it has closed the first tranche of its non-brokered private placement, as previously announced by its news releases of June 18, 2014, June 25, 2014 and July 11, 2014.
Pursuant to the first tranche of the offering, Aston Bay has issued an aggregate of 787,840 non-flow-through units (the “NFT Units”) at a price of $0.25 per NFT Unit and 768,000 flow-through units (the “FT Units”) at a price of $0.25 per FT Unit for gross proceeds of $388,960. Each NFT Unit consists of one common share and one share purchase warrant (the “NFT Warrant”). Each FT Unit consists of one common share issued on a flow-through basis under the Income Tax Act (Canada) and one-half of one share purchase warrant, each whole share purchase warrant being a “FT Warrant”. Each NFT Warrant and each whole FT Warrant (together the “Warrants”) entitle the holder thereof to acquire one additional non-flow-through common share at a price of $0.40 per share until February 8, 2016, subject to accelerated expiry in certain circumstances. Aston Bay has the right to accelerate the expiry date of the Warrants to within 30 calendar days of notice of such accelerated expiry (subject to the date on which the Warrants would otherwise expire) if the volume weighted average trading price of the Company’s common shares on the TSX Venture Exchange is equal to or exceeds $0.80 over a period of 20 consecutive trading days following December 9, 2014. Such notice is to be given to the holders of the Warrants within five trading days of such 20-day period.
In connection with closing of the first tranche of the offering, Aston Bay has paid aggregate cash finder’s fees of $5,390 to three arm’s length finders, representing 7% of the proceeds raised from subscriptions by individuals introduced by the finders and has issued to the finders share purchase warrants (the “Finder’s Warrants”) entitling the purchase of an aggregate 21,560 common shares at a per share price of $0.25 until February 8, 2016. The Finder’s Warrants are not subject to accelerated expiry terms.
All shares acquired by the placees under the first tranche of the offering, and shares which may be acquired upon the exercise of the Warrants and the Finder’s Warrants, are subject to a hold period until December 9, 2014, in accordance with applicable Canadian securities legislation.
Certain directors, officers and other insiders of the Company participated in the first tranche of the offering constituting related party transactions pursuant to TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company relied on Section 5.5(a) of MI 61-101 for an exemption from the formal valuation requirement and Section 5.7(1)(a) of MI 61-101 for an exemption from the minority shareholder approval requirement of MI 61-101 as the fair market value of the transaction insofar as the transaction involved interested parties did not exceed 25% of the Company’s market capitalization.
Proceeds of this offering will be used for advancing the Storm Copper and Seal Zinc Projects and for general corporate purposes.
Other Share Issuances
Further to its June 26, 2014 news release, Aston Bay has issued 500,000 First Option Consideration Shares to Commander Resources Ltd. (“Commander”) in accordance with the terms of the Letter of Agreement, as amended, between the Company and Commander. The common shares issued to Commander are subject to a hold period until November 23, 2014, in accordance with applicable securities legislation.
Commander owns or exercises control or direction over more than 10% of the voting rights attached to Aston Bay’s issued and outstanding common shares. Accordingly, issuance of shares to Commander constitutes related party transactions pursuant to TSX Venture Exchange Policy 5.9 and MI 61-101. The Company relied on Section 5.5(a) of MI 61-101 for an exemption from the formal valuation requirement and Section 5.7(1)(a) of MI 61-101 for an exemption from the minority shareholder approval requirement of MI 61-101 as the fair market value of the transaction insofar as the transaction involves interested parties did not exceed 25% of the Company’s market capitalization.
In addition, further to its July 29, 2014 news release, the Company has received Exchange acceptance to satisfy payment of services fees owing to 0802603 BC Ltd., doing business as Lone Peak Drilling (“Lone Peak”) in the aggregate amount of $410,084 by issuance of 1,640,336 common shares of the Company at a deemed per share price of $0.25. The shares issued to Lone Peak are subject to a hold period until December 9, 2014, in accordance with applicable securities legislation.
Clifford Boychuk, a director of the Company, is a 49% owner of Lone Peak and exercises control or direction over Lone Peak. As a result, the issuance of shares to Lone Peak constitutes a related party transaction pursuant to Exchange Policy 5.9 and MI 61-101. The Company relied on Section 5.5(a) of MI 61-101 for an exemption from the formal valuation requirement and Section 5.7(1)(a) of MI 61-101 for an exemption from the requirement of minority approval since the transaction did not exceed 25% of the Company’s market capitalization.
Following closing of these share issuances, Aston Bay will have 29,234,953 common shares issued and outstanding.
The Company wishes to make a correction to the news release dated July 29, 2014; the agreement entered into between Aston Bay and Lone Peak is dated July 15, 2014.
About Aston Bay Holdings
Aston Bay Holdings Ltd. (TSX-V: BAY) is a publicly traded mineral exploration company focused on the 345,033-acre Storm located on northwest Somerset Island, Nunavut. The Storm Property hosts the Storm Copper and Seal Zinc prospects. In June 2014, Aston Bay signed a binding Memorandum of Understanding (the “MOU”) with a wholly-owned subsidiary of Antofagasta plc to cooperatively advance the project. The MOU gives Antofagasta the opportunity to earn up to a 70% total interest in Storm, as well as a path to an eventual proposed joint venture, as described in Aston Bay’s press release of June 18, 2014. Aston Bay holds the right to earn or buy up to a 100% undivided interest in the Storm Property from Commander Resources Ltd. (TSX-V: CMD).
On behalf of the Board of Directors,
Benjamin Cox, Chief Executive Officer
Telephone: (360) 262-6969
For further information about Aston Bay Holdings Ltd. or this news release, please visit our website at www.astonbayholdings.com.
Neither the TSX Venture Exchange Inc. 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.
This news release contains certain statements that may be deemed “forward-looking statements”. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made. Except as required by law, the Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.
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