Vancouver, British Columbia – May 26, 2015 – Aston Bay Holdings Ltd. (TSX-V: BAY) (“Aston Bay” or the “Company”) is pleased to announce that it will conduct a non-brokered private placement (the “Offering”), subject to the approval of the TSX Venture Exchange (the “Exchange”), for aggregate gross proceeds of up to $1,500,000. The Offering will consist of non-flow-through units (the “NFT Units”) at a price of $0.10 per NFT Unit, and flow-through units (the “FT Units”) at a price of $0.125 per FT Unit.
Each NFT Unit will consist of one common share of the Company and one-half of one warrant (each whole warrant being referred to as a “Warrant”). Each FT Unit will consist 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 (the “Warrant Share”) of the Company at an exercise price of $0.15 per Warrant Share for a period of 30 months from the date of issuance.
The Warrants’ expiration date will be subject to an acceleration clause that will require that Warrants be exercised within 30 calendar days of notice from the Company in the event that the daily volume weighted average trading price of common shares in the Company is equal to or exceeds $0.30 over a period of 10 consecutive trading days between the date that is four months following the closing of the Offering. Such notice is to be given within five trading days of any such 10-day period.
Subject to Exchange approval, the Company may also enter into debt settlement agreements with certain creditors to settle outstanding debts of up to $150,000 by issuing common shares at a deemed price of $0.10. The shares issued to settle debt will be subject to a four-month hold period from the date of issuance.
The Company anticipates that current insiders of the Company may participate in the Offering. Subject to Exchange approval, finder’s fees may be paid to persons who introduce the Company to investors.
Proceeds of this Offering will be used for advancing the Storm Copper and Seal Zinc Projects, and for general corporate purposes.
Shares and Warrant Shares acquired by the placees will be subject to a hold period of four months plus one day from the date of completion of the Offering, in accordance with applicable securities legislation.
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.