Vancouver, British Columbia – December 31, 2014 – Aston Bay Holdings Ltd. (TSX-V: BAY) (“Aston Bay” or the “Company”) is pleased to announce that it has received conditional acceptance from the TSX Venture Exchange (the “Exchange”) for the proposed first tranche closing of the Company’s non-brokered private placement, previously announced on December 12, 2014 (the “Offering”).
Pursuant to this first tranche of the Offering, the Company has issued 171,100 non-flow-through units (each a “NFT Unit”) at a price of $0.15 per NFT Unit, and 352,221 flow-through units (each a “FT Unit”) at a price of $0.18 per FT Unit, for aggregate gross proceeds of $89,050.
NFT Units and FT Units continue to be available as part of the Offering, for additional gross proceeds of up to $270,950. Each NFT Unit consists of one common share of the Company and one-half of one warrant (a whole warrant being referred to as a “Warrant”). Each FT Unit consists of one flow-through common share and one-half of one Warrant. Each full Warrant will entitle the holder thereof to acquire an additional non-flow-through common share of the Company at an exercise price of $0.30 per Warrant for a period of 24 months from the date of issuance, subject to accelerated expiry in certain circumstances.
In connection with the closing of the first tranche of the Offering, Aston Bay has paid a cash finder’s fee of $3,528 to an arm’s length finder, representing 7% of the proceeds raised from a subscription by an individual introduced by the finder, and has issued to the finder share purchase warrants (the “Finder’s Warrants”) entitling the purchase of an aggregate 19,600 common shares at a per-share price of $0.30 for a period of 24 months from the date of issuance, also subject to accelerated expiry in certain circumstances
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 May 1, 2015, in accordance with applicable Canadian securities legislation.
Proceeds of this Offering will be used for advancing the Storm Copper and Seal Zinc Projects and for general corporate purposes.
An insider of the Company participated in the first tranche of the Offering, having purchased 171,000 NFT Units, constituting a related party transaction 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.
About Aston Bay Holdings
Aston Bay Holdings Ltd. (TSX-V: BAY) is a publicly traded mineral exploration company focused on the 345,033-acre Aston Bay Property located on northwest Somerset Island, Nunavut. The Property hosts the Storm Copper and Seal Zinc prospects. On December 1st, 2014, Aston Bay announced a Definitive Earn-In Agreement with a wholly-owned subsidiary of Antofagasta plc to cooperatively advance the project. The Definitive Agreement gives Antofagasta the opportunity to earn up to a 70% total interest in Storm Copper and Seal Zinc, as well as a path to an eventual proposed joint venture. 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 http://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.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.