Vancouver, British Columbia – July 13, 2015 – Aston Bay Holdings Ltd. (TSX-V: BAY) (“Aston Bay” or the “Company”) is pleased to announce that it has closed the non-brokered private placement previously announced on May 26, 2015 (the “Offering”).
Pursuant to the Offering, the Company has issued 4,485,000 non-flow-through units (each a “NFT Unit”) at a price of $0.10 per NFT Unit, and 1,530,000 flow-through units (each a “FT Unit”) at a price of $0.125 per FT Unit, for aggregate gross proceeds of $639,750.
Each NFT Unit consists of one common share of the Company and one-half of one non-transferable share purchase warrant (each whole warrant being referred to as a “Warrant”). Each FT Unit consists of one common share issued on a flow-through basis pursuant to the Canada Income Tax Act and one-half of one Warrant. Each Warrant entitles the holder to acquire an additional non-flow-through common share of the Company at a per share exercise price of $0.15 until January 13, 2018, subject to accelerated expiry in certain circumstances.
No finder’s fees were paid in connection with the Offering.
Proceeds of this Offering will be used for advancing the Storm Copper and Seal Zinc Projects and for general corporate purposes.
Certain insiders of the Company participated in the Offering. In particular, Eric Norton, the Chief Executive Officer of Commander Resources Ltd., an insider of the Company by virtue of its percentage shareholdings in the Company prior to closing of the Offering, participated in the Offering resulting in related party considerations 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.
Further, as previously announced on May 26, 2015, and with the intent of preserving its cash for exploration activities and operations, the Company has issued to certain of its officers and consultants an aggregate 1,626,000 common shares at a deemed price of $0.10 per share to settle outstanding debt in the aggregate amount of $162,600.
Benjamin Cox, a director and the Chief Executive Officer of the Company, and Moshe Cohen, the Company’s Chief Financial Officer, as well as certain consultants who are non-arm’s length parties to the Company participated in the shares for debt transaction resulting in related party considerations 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.
All shares issued under the Offering and pursuant to the debt settlement transactions, as well as shares which may be acquired upon the exercise of the Warrants, are subject to a hold period until November 14, 2015, in accordance with applicable Canadian securities legislation.
Aston Bay now has 38,160,768 common shares issued and outstanding.
About Aston Bay Holdings
Aston Bay Holdings Ltd. (TSX-V: BAY) is a publicly traded mineral exploration company focused on the 641,416-acre (259,572-hectare) Aston Bay Property located on northwest Somerset Island, Nunavut. The Property hosts the Storm Copper and Seal Zinc prospects where historic drilling has confirmed the presence of sediment hosted copper and zinc mineralization. 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.
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.