Author: Newsfile

Platinum Group Metals Ltd. Reports Court Application Opposing Environmental Authorization

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Vancouver, British Columbia and Johannesburg, South Africa–(Newsfile Corp. – May 13, 2021) –  Platinum Group Metals Ltd. (TSX: PTM) (NYSE American: PLG) (“Platinum Group” or the “Company”) has received notice that a group from the Kgatlu Community (the “Applicants”), located near planned surface infrastructure associated with the Waterberg Mine, has filed an application for an order in the High Court of South Africa (the “High Court”) to review and set aside the decision by the Minister of Environment, Forestry and Fisheries (the “DE”) to dismiss an application for condonation for the late filing of an appeal by the Applicants against the Environmental Authorization granted for the Waterberg Mine on November 10, 2020. The Applicants further request that cause be shown as to why the Environmental Authorization granted by the Minister of the DE and the Minister of Mineral Resources and Energy (the “DMR”) should not be set aside and referred back to the said ministers for further consideration. The grant of an Environmental Authorization was a prerequisite to the grant of the Waterberg Mining Right by the DMR, which occurred on January 28, 2021. The Company believes that all requirements specified under the National Environmental Management Act, the Mineral and Petroleum Resources Development Act and other applicable legislation has been complied with and that the DE correctly approved and DMR correctly issued the Environmental Authorization. As an interested and affected party, and as a named respondent to the filed court action, Waterberg JV Resources (Pty) Ltd is accordingly opposing the application to the High Court. The Waterberg mining right currently remains active, was notarially executed by the DMR on April 13, 2021 and has been filed for registration.

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The Company intends to continue our consultation with the DMR and recognized local authorities and community representatives on our plans for the Waterberg site.

About Platinum Group Metals Ltd. and Waterberg Project

Platinum Group Metals Ltd. is the operator and majority owner of the Waterberg Project, a bulk underground palladium, platinum, gold and rhodium deposit located in South Africa. The Waterberg Project was discovered by Platinum Group and is being jointly advanced with the shareholders of Waterberg JV Resources (Pty) Ltd. (“Waterberg JV Co.”), being Platinum Group, Impala Platinum Holdings Ltd., Japan Oil, Gas and Metals National Corporation, Hanwa Co. Ltd. and Mnombo Wethu Consultants (Pty) Ltd. (“Mnombo”).

In 2019, the Company founded Lion Battery Technologies Inc. in partnership with Anglo American Platinum Limited to support the use of palladium and platinum in lithium battery applications.

On behalf of the Board of
Platinum Group Metals Ltd.

R. Michael Jones
President and CEO

For further information contact:
R. Michael Jones, President
or Kris Begic, VP, Corporate Development
Platinum Group Metals Ltd., Vancouver
Tel: (604) 899-5450 / Toll Free: (866) 899-5450
www.platinumgroupmetals.net

Disclosure

The Toronto Stock Exchange and the NYSE American have not reviewed and do not accept responsibility for the accuracy or adequacy of this news release, which has been prepared by management.

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The recent COVID-19 pandemic and related measures taken by government create uncertainty and have had, and may continue to have, an adverse impact on many aspects of the Company’s business, including employee health, workforce productivity and availability, travel restrictions, contractor availability, supply availability, the Company’s ability to maintain its controls and procedures regarding financial and disclosure matters and the availability of capital and insurance and the costs thereof, some of which, individually or when aggregated with other impacts, may be material to the Company.

This press release contains forward-looking information within the meaning of Canadian securities laws and forward-looking statements within the meaning of U.S. securities laws (collectively “forward-looking statements”), including statements regarding the application for an order of the High Court and appeal of the mining right; the applicable procedures, timeline and potential results thereof; the development of the Waterberg project and the potential benefits and results thereof; the Company’s intentions for future consultations; the potential use of palladium and platinum in lithium battery applications; and the Company’s other future plans and expectations. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, plans, postulate and similar expressions, or are those, which, by their nature, refer to future events. All statements that are not statements of historical fact are forward-looking statements. Although the Company believes any forward-looking statements in this press release are reasonable, it can give no assurance that the expectations and assumptions in such statements will prove to be correct.

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The Company cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward-looking statements as a result of various factors, including possible adverse impacts due the global outbreak of COVID-19 (as described above), the Company’s inability to generate sufficient cash flow or raise sufficient additional capital to make payment on its indebtedness, and to comply with the terms of such indebtedness; additional financing requirements; the US $20 million senior secured facility with the Sprott Private Resource Lending II (Collector), LP (“Sprott”) entered into August 21, 2019 (the “2019 Sprott Facility”) is, and any new indebtedness may be, secured and the Company has pledged its shares of Platinum Group Metals (RSA) (Pty) Ltd. (“PTM RSA”), and PTM RSA has pledged its shares of Waterberg JV Co. to Sprott, under the 2019 Sprott Facility, which potentially could result in the loss of the Company’s interest in PTM RSA and the Waterberg Project in the event of a default under the 2019 Sprott Facility or any new secured indebtedness; the Company’s history of losses and negative cash flow; the Company’s ability to continue as a going concern; the Company’s properties may not be brought into a state of commercial production; uncertainty of estimated production, development plans and cost estimates for the Waterberg Project; discrepancies between actual and estimated mineral reserves and mineral resources, between actual and estimated development and operating costs, between actual and estimated metallurgical recoveries and between estimated and actual production; fluctuations in the relative values of the U.S. Dollar, the Rand and the Canadian Dollar; volatility in metals prices; the uncertainty of alternative funding sources for Waterberg JV Co.; the Company may become subject to the U.S. Investment Company Act; the failure of the Company or the other shareholders to fund their pro rata share of funding obligations for the Waterberg Project; any disputes or disagreements with the other shareholders of Waterberg JV Co. or Mnombo; the ability of the Company to retain its key management employees and skilled and experienced personnel; conflicts of interest; litigation or other administrative proceedings brought against the Company, including the appeal of the mining right; an adverse decision on the appeal on the Mining Right could delay or prevent the Company from having the mining right reinstated and developing the Waterberg Project; actual or alleged breaches of governance processes or instances of fraud, bribery or corruption; exploration, development and mining risks and the inherently dangerous nature of the mining industry, and the risk of inadequate insurance or inability to obtain insurance to cover these risks and other risks and uncertainties; property and mineral title risks including defective title to mineral claims or property; changes in national and local government legislation, taxation, controls, regulations and political or economic developments in Canada and South Africa; equipment shortages and the ability of the Company to acquire necessary access rights and infrastructure for its mineral properties; environmental regulations and the ability to obtain and maintain necessary permits, including environmental authorizations and water use licences; extreme competition in the mineral exploration industry; delays in obtaining, or a failure to obtain, permits necessary for current or future operations or failures to comply with the terms of such permits; risks of doing business in South Africa, including but not limited to, labour, economic and political instability and potential changes to and failures to comply with legislation; the Company’s common shares may be delisted from the NYSE American or the Toronto Stock Exchange if it cannot maintain compliance with the applicable listing requirements; and the other risk factors described in the Company’s Form 20-F annual report, annual information form and other filings with the Securities and Exchange Commission and Canadian securities regulators, which may be viewed at www.sec.gov and www.sedar.com, respectively.

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/84003

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eShippers Management Ltd. Enters into Letter Agreement for Reverse Take-over Transaction

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Vancouver, British Columbia–(Newsfile Corp. – May 11, 2021) – eShippers Management Ltd. (TSXV: EPX.H) (“eShippers“) wishes to announce it has entered into a letter agreement dated effective May 10, 2021 (the “Agreement“) with ISON Mining Pte Ltd. (“ISON“) for an arm’s length ‎reverse take-over of eShippers (the “RTO“) through eShippers acquiring all of the outstanding shares of ISON from the shareholders of ISON in exchange for common shares of eShippers (the “Common Shares“).

About ISON

ISON is a private company existing under the laws of Singapore. ISON is the 100% owner of Mineracão ISON do Brazil Ltda. which has acquisition agreements and is in the process of transferring 100% of the mineral rights for the Novo Mundo and Buracão gold projects. ISON has also signed a Heads of Terms and expects to sign a farm-in agreement to acquire up to 90% of the Ouro Fino gold project. The Novo Mundo gold project is comprised of 16,735 Ha and is located in the municipality of Novo Mundo in the state of Mato Grosso, Brazil. The Buracão gold project is comprised of 3,995 Ha and is located at the border between the states of Tocantins and Goiás, Brazil. The Ouro Fino gold project is comprised of 11,816 Ha and is located in Niquelândia in the state of Goiás, Brazil.

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ISON currently has 51,561,500 shares (“ISON Shares“) issued and outstanding. Other than the ISON Shares, no other securities of ISON are outstanding. Prior to the completion of the RTO, ISON shall complete a private placement of 5,500,000 ISON Shares at a price of US$0.10 per share for gross proceeds of US$550,000 (the “ISON Private Placement“). After completing the ISON Private Placement, ISON will have 57,061,500 ISON Shares issued and outstanding. Part of the proceeds of the ISON Private Placement shall be used to make payments associated with acquisitions costs for the Novo Mundo, Buracão and Ouro Fino gold projects (collectively, the “Projects“).

Further details regarding the business of ISON and the Projects will be provided in subsequent press releases, as well as a filing statement ‎of eShippers to be prepared and filed in respect of the RTO. ISON shall also provide eShippers with a technical report(s) in respect of the Projects compliant with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101“) and acceptable to the Exchange. ISON has retained an independent Qualified Person that has significant experience in completing NI 43-101 compliant technical reports.

Information About the Proposed RTO

The Agreement sets out the general terms of the RTO as currently contemplated by eShippers and ISON. The precise terms and conditions of the RTO will be contained in a definitive agreement (the “Definitive Agreement“), which eShippers and ISON have agreed to negotiate in good faith on or before June 30, 2021.

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The RTO will take the form of a share exchange, three-cornered amalgamation or other similar transaction, whereby all of the outstanding ISON Shares will be acquired by eShippers in exchange for a total of 28,530,750 Common Shares. Following the completion of the RTO, ISON will be a wholly-owned subsidiary of eShippers and the business of eShippers (following completion of the RTO, referred to as the “Resulting Issuer“) will be the business of ISON, the directors and management of the Resulting Issuer will be reconstituted as described below, and it is expected that the Resulting Issuer will be listed on the TSX Venture Exchange (the “Exchange“) as a Tier 2 Mining Issuer. The RTO is subject to the approval of the Exchange.

As a condition to the completion of the RTO, eShippers will complete a share consolidation on the basis of 1 new Common Share for each 2 old Common Shares (the “Consolidation“). The Consolidation is expected to be completed immediately prior to the completion of acquisition of the ISON Shares. After completing the Consolidation, eShippers will have 7,030,000 new Common Shares issued and outstanding.

Following the completion of acquisition of the ISON Shares (but without giving effect to the Concurrent Financing defined below), the Resulting Issuer will have 35,560,750 Common Shares issued and outstanding, of which 28,530,750 Common Shares shall be owned by former shareholders of ISON and 7,030,000 Common Shares shall be owned by the pre-RTO shareholders of eShippers.

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The parties anticipate that a concurrent private placement would be conducted by eShippers in connection with the RTO in order to provide additional funding for the business of the Resulting Issuer post-RTO, on terms to be determined by ISON and eShippers (the “Concurrent Financing“). The Concurrent Financing is expected to be completed concurrent with the completion of acquisition of the ISON Shares.

The completion of the RTO is subject to the satisfaction of various conditions as are standard for a transaction of this nature, including but not limited to: (i) receipt of all necessary consents, waivers, permissions and approvals for the RTO, including the approval of the Exchange; (ii) the Resulting Issuer satisfying the minimum listing requirements of the Exchange; (iii) the representations, warranties and covenants made by each party being true and correct in all material respects as of the closing date; (iv) no party being in material breach of its obligations under the Definitive Agreement; (v) no event or change occurring that would reasonably likely to have a material adverse effect on either eShippers or ISON; (vi) the completion of the Concurrent Financing, as applicable; (vii) the issuance of the Common Shares in connection with the RTO being exempt from prospectus requirements under applicable securities laws; (viii) ISON providing eShippers with such financial statements for ISON as are required for the RTO; (ix) ISON providing eShippers with a technical report(s) compliant with National Instrument 43-101 – Standards of Disclosure for Mineral Projects in respect of the Projects acceptable to the Exchange; and (x) if required, ISON providing eShippers with a formal valuation and/or title opinions acceptable to the Exchange.

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eShippers is not subject to a cease trade order and will not otherwise be suspended from trading on completion of the RTO. No finder’s fees are payable in connection with the RTO.

Board Changes and Name Change

As a condition to the completion of the acquisition of the ISON Shares, the board of directors of the Resulting Issuer will be reconstituted to include three nominees appointed by ISON (being Mr. Christopher Eager, Dr. Marcelo de Carvalho and Mr. Adam Powell) and up to two nominees appointed by eShippers (collectively, the “Board Changes“). The newly reconstituted board of directors will appoint a new CEO, CFO and Corporate Secretary for eShippers.

Mr. Eager has worked in the mining industry for over 30 years. After graduating as a mining engineer he worked in an open-pit gold operation in Australia before moving to Ecuador where he managed a gold mining project. Following the completion of an MBA, Mr. Eager worked in mining project finance for NM Rothschild (Australia). Mr. Eager was a co-founder of the Peruvian-focused copper-gold explorer/developer, Monterrico Metals PLC. This company was listed on AIM in 2002 and was acquired in 2007 at a valuation of just under USD 200 million by way of a general offer for the stock. Mr. Eager was also co-founder and Chairman of Asia Energy PLC which listed on AIM in 2004. Since then, Mr. Eager was involved in mining projects in Southern Africa and was a co-founder of Coal Mont that had a premium hard coking coal project in British Columbia. Mr. Eager moved to Brazil in 2016 where he has been developing ISON portfolio of mining projects.

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Dr. Carvalho earned his PhD in Regional Geology and Metallogenesis from the University of Campinas (Brazil), part of which was completed at the University of Western Australia. Dr. Carvalho has over 20 years experience in exploration and project development in Brazil and Latin America. Included in Dr. Carvalho’s prior successes from discover to feasibility is the 2Moz Pilar Mine, which until recently was operated by Equinox Gold. He has extensive experience in exploring, defining resources and operating in all of the districts ISON is focused on.

Mr. Powell has over 20 years experience as a senior corporate commercial lawyer, having qualified as a solicitor in England and Wales in 2001. He has significant international experience advising private and public companies, including London Stock Exchange listed companies. He has been a legal advisor for AIM IPOs, including Monterrico Metals PLC, and was a partner in a London law firm before spending the last five years working for one of the largest law firms in the Middle East. He has now returned to the United Kingdom. Mr. Powell has a Masters in Law (LLM) from the University of Dundee, Centre of Energy, Petroleum and Mineral Law & Policy.

‎‎In connection with the RTO, eShippers will also change its name to “Resouro Gold Inc.” or such other name as shall be designated by ISON.

Shareholder and Regulatory Requirements/Approvals

If applicable and as required, eShippers will hold a meeting of its shareholders to seek shareholder approval of: (i) the Board Changes; and (ii) the Concurrent Financing including, if applicable, the creation of any new “Control Persons” (as defined in the policies of the Exchange). If applicable, eShippers will call and provide notice of the record and meeting dates for such shareholders meeting as soon as practicable after the execution of the Definitive Agreement.

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Subject to the consent of the Exchange, eShippers will not seek shareholder approval to complete the RTO in accordance with the provisions of Exchange Policy 5.2 – Changes of ‎Business ‎and Reverse Takeovers since the RTO is not a Related Party Transaction (as defined in the rules and policies of the Exchange), no circumstances exist which may compromise the independence of eShippers or the interested parties (in particular, eShippers’s directors and senior officers) with respect to the RTO, no aspect of the RTO requires the approval of shareholders of eShippers under applicable corporate and securities laws, eShippers is without active operations and is listed on the NEX board of the Exchange, and the Common Shares will resume trading on completion of the RTO.

Notwithstanding the above, the RTO may be subject to Exchange Policy 2.10 – Listing of Emerging Market Issuers and, if applicable, eShippers and ISON will use their best efforts to satisfy all of the Exchange requirements that may be imposed pursuant to Policy 2.10.

The Common Shares issuable in connection with the RTO may be subject to Exchange escrow or seed share resale restrictions and to hold periods as required pursuant to the requirements of Exchange Policy 5.4 – Escrow, Vendor Consideration and Resale Restrictions and applicable securities laws.

Sponsorship of the RTO is required under Exchange Policy 2.2 – Sponsorship and Sponsorship Requirements unless an exemption from the sponsorship requirement is available. eShippers intends to apply for a waiver from the sponsorship requirements. There is no assurance that eShippers will be able to obtain such a waiver.

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The RTO will be completed pursuant to, and in strict accordance with, applicable corporate and securities law requirements and available exemptions under applicable securities laws.

Additional Information

Further details about the RTO, including further particulars of the business of ISON and the Resulting Issuer, the Projects and the Concurrent Financing, will be provided in subsequent press releases as required by the Exchange, as well as a filing statement ‎of eShippers to be prepared and filed in respect of the RTO. Investors are cautioned that, except ‎as disclosed in the filing statement, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of eShippers should be considered highly speculative.‎

All information contained in this press release with respect to eShippers and ISON was supplied for inclusion herein by the respective parties and each party and its directors and officers have relied on the other party for any information concerning the other party.

Trading of the Common Shares has been halted and will not resume until completion of the RTO. Upon completion of the RTO. Issuance of the Final Exchange Bulletin and the resumption of trading in the ‎Resulting Issuer’s shares on the Exchange remains subject to the completing of customary filings ‎required by the policies of the Exchange.‎

Completion of the RTO is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the RTO cannot close until the required shareholder approval is obtained. There can be no assurance that the RTO will be completed as proposed or at all.

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Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the RTO, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of eShippers should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed RTO and has neither approved nor disapproved the contents of this press release.

For further information please contact Leo Berezan, President of eShippers, by email at leo@berezan.ca or by phone at (604) 240-3064.

Notice on Forward-Looking Information

Information set forth in this news release contains forward-looking statements. These statements reflect management’s current estimates, beliefs, intentions and expectations regarding the future, including, but not limited to, eShippers’s completion of the RTO and related transactions, eShippers entering into the Definitive Agreement, the completion of any Concurrent Financing, the proposed directors and officers of eShippers and the conditions to be satisfied for the completion of the RTO. Such statements are not guarantees of future performance. They are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements, including risks related to factors beyond the control of eShippers. Such factors include, among other things: the parties may not enter into the Definitive Agreement; the requisite corporate approvals of the directors and shareholders of the parties may not be obtained; the Exchange may not approve the RTO; sufficient funds may not be available or raised pursuant to any Concurrent Financing; and other risks that are customary to transactions of this nature. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits eShippers will obtain from them. Except as required under applicable securities legislation, eShippers undertakes no obligation to publicly update or revise forward-looking information.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the ‎policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this ‎release.‎

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/83685

Comments

Postmedia is committed to maintaining a lively but civil forum for discussion and encourage all readers to share their views on our articles. Comments may take up to an hour for moderation before appearing on the site. We ask you to keep your comments relevant and respectful. We have enabled email notifications—you will now receive an email if you receive a reply to your comment, there is an update to a comment thread you follow or if a user you follow comments. Visit our Community Guidelines for more information and details on how to adjust your email settings.

Sienna Receives Off-Road Application Approval from Seljord Municipality, Norway for Bleka Gold Project

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Vancouver, British Columbia–(Newsfile Corp. – April 28, 2021) – Sienna Resources Inc. (TSXV: SIE) (OTC Pink: SNNAF) (FSE: A1XCQ0) (“Sienna” or the “Company”) is pleased to announce that it has received the ‘off-road application’ approval from Seljord municipality, Norway for the Bleka Gold Project. This local approval paves the way for a planned drill program on the Bleka Gold Project.

Jason Gigliotti, President of Sienna states, “This is an expected, but crucial step forward to a planned drill program. We are anticipating a drill program to begin in this quarter and look forward to updating our shareholders shortly. Not only do we have this exciting gold project moving forward, but we are also one of the single largest landholders for platinum/palladium in Finland with approximately 190,000 acres surrounding the Palladium One Mining Inc.’s (PDM-Tsx.v) discovery in Finland. Management expects a very active summer for Sienna.”

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Bleka Gold Project map

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About Sienna Resources Inc.

Sienna Resources is focused on exploring for and developing high-grade deposits in politically stable, environmentally responsible and ethical mining jurisdictions. Sienna is partnered with a New York Stock Exchange-listed mining company on two separate projects in Scandinavia including the past-producing Bleka and Vekselmyr orogenic gold projects in southern Norway which are both greenstone-hosted gold systems, and the Kuusamo platinum group elements (PGE) project in Finland directly bordering the LK Project being advanced by Palladium One Mining Inc. In North America, Sienna’s projects include the Marathon North platinum-palladium property in Northern Ontario directly bordering Generation Mining Ltd.’s 7.1-million-ounce palladium-equivalent Marathon deposit. Sienna also has the Clayton Valley Deep Basin Lithium Project in Clayton Valley, Nev., home to the only lithium brine basin in production in North America, in the direct vicinity of Albemarle Corp.’s Silver Peak deposit and Tesla Motors Inc.’s Gigafactory. Management cautions that past results or discoveries on properties in proximity to Sienna may not necessarily be indicative to the presence of mineralization on the company’s properties.

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If you would like to be added to Sienna’s email list please email info@siennaresources.com for information or join our twitter account at @SiennaResources.

Contact Information
Tel: 1.604.646.6900
Fax: 1.604.689.1733
www.siennaresources.com
info@siennaresources.com

“Jason Gigliotti”
President, Director
Sienna Resources Inc.

Neither the TSX Venture Exchange 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 press release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/81993

Comments

Postmedia is committed to maintaining a lively but civil forum for discussion and encourage all readers to share their views on our articles. Comments may take up to an hour for moderation before appearing on the site. We ask you to keep your comments relevant and respectful. We have enabled email notifications—you will now receive an email if you receive a reply to your comment, there is an update to a comment thread you follow or if a user you follow comments. Visit our Community Guidelines for more information and details on how to adjust your email settings.

Hemostemix Reprices and Amends the Terms of Its Unit Offering and Debenture Offering

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Calgary, Alberta–(Newsfile Corp. – April 26, 2021) – Hemostemix Inc. (TSXV: HEM) (OTC Pink: HMTXF) ‎‎(FSE: 2VFO.F) (“Hemostemix” or the “Company“) announces that, further to its April 9, 2021 news release announcing its Unit Offering, it has increased the aggregate gross proceeds of its Unit Offering to $1,050,000, reduced the Unit price to $0.35 per Unit, and reduced the exercise price of the Warrants to $0.40 per Common Share. In addition, further to its April 9, 2021 news release announcing its Debenture Offering, Hemostemix announces that it has decreased the Conversion Price of its Debenture Offering to $0.40 per Common Share and increased the amount of Common Share purchase warrants (“Debenture Warrants“) granted as part of the Debenture Units to 2,500 Debenture ‎Warrants per each Debenture Unit. The exercise price of the Debenture Warrants issued as part of the Debenture Units remains at $0.55 per Common Share. The remainder of the terms of the Offerings announced on April 9, 2021 remain the same. The full details of the amended Offerings are set forth below.

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$1,050,000 NON-BROKERED PRIVATE PLACEMENT

Hemostemix is pleased to announce a non-brokered private placement of units (“Units“) for gross proceeds of up to $1,050,000 (the “UnitOffering“), subject to TSX Venture Exchange (the “Exchange“) approval. The Unit Offering consists of the issuance of an aggregate of up to 3,000,000 Units at a price of $0.35 per Unit. Each Unit consists of one common share in the capital of the Company (“Common Share“) and one transferrable Common Share purchase warrant (“Warrant“), with each Warrant entitling the holder to acquire one Common Share at a price of $0.40 per Common Share for a period of 24 months from the closing of the Unit Offering, subject to the accelerated expiry provision described as follows. If on any 10 consecutive trading days occurring after four months and one day has elapsed following the closing date of the Unit Offering the weighted-average trading price of the Common Shares as quoted on the Exchange is greater than $0.48 per Common Share, the Company may provide notice in writing to the holders of the Warrants by issuance of a news release that the expiry date of the Warrants will be accelerated to the 30th day after the date on which the Company issues such news release. The gross proceeds from the Unit Offering are expected to pay finder fees payable in connection with the closing ($84,000), clinical trial costs accounts payable ($400,000) and general working capital ($566,000). There is no minimum aggregate subscription amount for the Unit Offering. The Company may pay finders fees to ‎eligible finders of up to 8% cash and 8% Finder Warrants. Each Finder’s Warrant may be exercised to acquire a ‎Unit of the Unit Offering.‎

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The Unit Offering will be completed pursuant to certain exemptions from the prospectus requirements under applicable securities laws. Subject to acceptance by the Company, in addition to other available exemptions for the Unit Offering, the Unit Offering is open to all existing shareholders of the Company in reliance upon the prospectus exemption described in Alberta Securities Commission Rule 45-516 “Prospectus Exemptions For Retail Investors And Existing Security Holders” and set forth in the various corresponding blanket orders and rules in certain jurisdictions of Canada (the “Existing Shareholder Exemption“), subject to the terms and conditions therein. The aggregate acquisition cost to a subscriber under the Existing Shareholder Exemption cannot exceed $15,000 unless that subscriber has obtained advice from a registered investment dealer regarding the suitability of the investment. The Company has fixed April 08, 2021 as the record date for the purpose of determining existing shareholders of the Company who are entitled to participate in the Unit Offering pursuant to the Existing Shareholder Exemption. Subscribers purchasing Units under the Existing Shareholder Exemption will need to represent in writing that they meet certain requirements of the Existing Shareholder Exemption, including that on or before the record date, they became a shareholder of the Company and that they continue to be a shareholder of the Company. In accordance with the requirements of the Existing Shareholder Exemption and Investment Dealer Exemption, the Company confirms there is no material fact or material change related to the Company which has not been generally disclosed.

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$3,000,000 UNSECURED CONVERTIBLE DEBENTURE (CONVERTIBLE AT THE OPTION OF HEMOSTEMIX)

Hemostemix is also pleased to announce it is also proceeding with a non-brokered private placement of up to a maximum of $3,000,000 principal amount ‎unsecured convertible five year debentures (the “Debenture Offering“)‎, with conversion at the option of Hemostemix, subject to Exchange approval. The Debenture Offering consists of an aggregate of up to 3,000 debenture units (each, a “Debenture Unit”) at a price of $1,000 per Debenture Unit. The Company has a $2,500,000 lead order for the Debenture Units from a Company director (the “Director“).‎ Each Debenture Unit consists of a $1,000 principal amount debenture as described below (each, a “Debenture“) and 2,500 Debenture Warrants, with each Debenture Warrant entitling the holder to acquire one Common Share at a price of $0.55 per Common Share for a ‎period of 24 months from the closing of the Debenture Offering, subject to the accelerated expiry provision described as ‎follows. If on any 10 consecutive trading days occurring after four months and one day has elapsed following the ‎closing date of the Debenture Offering the weighted-average trading price of the Common Shares as quoted on the ‎Exchange is greater than $0.66 per Common Share, the Company may provide notice in writing to the holders of the ‎Debenture Warrants by issuance of a news release that the expiry date of the Debenture Warrants will be accelerated to the 30th day after ‎the date on which the Company issues such news release.‎

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Each Debenture will consist of $1,000 principal amount of unsecured, non-transferable Debentures. The Debentures will mature five years from the closing date (the “Maturity Date“) and will bear interest (“Interest“) at a rate of 6% per annum, payable quarterly in arrears in cash or Common Shares at the option of the Company. The principal amount of the Debentures may be convertible, only at the option of the Company (and not at the option of the holder), into Common Shares of the Company (“Debenture Shares“) at a price of $0.40 per Common Share (the “Conversion Price“). At the election of the Company, any accrued and unpaid Interest may be converted into Common Shares of the Company at a conversion price equal to the Market Price (as such term is defined in the Polices of the Exchange at the time of such conversion) but not less than the Conversion Price of the Debenture.

The net proceeds of the Debenture Offering will be used to fund litigation expenses of HEM. The first $2.5MM will be used as follows: (i) up to $0.6MM will be immediately available to HEM as reimbursement for past litigation expenses; and (ii) until required by the Company for litigation expenses, USD $1.5MM (approximately CDN$1.9MM) will be invested in a demand loan (“Loan“) ‎to an arms length US company. The balance of the Debenture Offering will be available for past or potential future litigation expenses. Any amounts raised in excess of $2.5MM will be immediately available to HEM as reimbursement for past litigation expenses. The Loan will have the following key features: i) Term of 2 years; ii) Payable on demand, in whole or in part, on 30 days notice; iii) Interest at 8% per annum to be paid monthly; iv) Pre-payable, in whole or in part, without penalty; v) Immediately puttable, in whole or in part, for cash to cover upcoming litigation expenses, at face value, to an entity controlled by the Director; and vi) immediately assignable in whole or in part, at face value, to the Director as payment against such Director’s investment in the Debenture Offering.

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OTHER INFORMATION IN RESPECT OF THE UNIT OFFERING AND DEBENTURE OFFERING

The closings of the Unit Offering and the Debenture Offering (collectively, the “Offerings“) are subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including Exchange acceptance. As such, there is no assurance that the Company will complete the Offerings as described above or at all. It is anticipated that the Offerings will be completed pursuant to certain exemptions from the prospectus requirement under applicable securities laws. The Offerings may be closed in one or more tranches. All of the Units and Debenture Units issued pursuant to the Offerings, and any securities into which they may be exchanged or converted, are subject to resale restrictions imposed by applicable law or regulation, including a statutory hold period expiring four months and a day from the closing dates of the Offerings. It is not anticipated that any new insiders will be created, nor that any change of control will occur, ‎as a result of the Offerings. Any participation by insiders of the Company in the Offerings will be on the same terms as arm’s length investors. Depending on market conditions, ‎the gross proceeds of the Offerings could be increased or decreased. ‎None of the securities issued in connection with the Offerings will be registered under the United States Securities Act of 1933, as amended (the “1933 Act“), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This news release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful. The participation of the Director or any other directors or officers of the Company in the Offerings will constitute a “related party transaction” within the meaning of Multilateral ‎Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“) and the policies of the Exchange. ‎For such participation, the Company will be relying upon exemptions from the formal valuation and minority shareholder approval requirements ‎pursuant to sections 5.5(b) and 5.7(1)(a), respectively, of MI 61-101 on the basis that the Company is not listed on a specified ‎stock exchange and, that at the time the Offerings are agreed to, neither the fair market value of the subject matter of, nor the fair ‎market value of the consideration for, the transaction insofar as it involves an interested party (within the meaning of MI 61-101) ‎in the Offerings, will exceed 25% of the Company’s market capitalization calculated in accordance with MI 61-101.‎

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ABOUT HEMOSTEMIX

Hemostemix is a publicly traded autologous stem cell therapy company. A winner of the World Economic Forum Technology Pioneer Award, the Company developed and is commercializing its lead product ACP-01 for the treatment of CLI, PAD, Angina, Ischemic Cardiomyopathy, Dilated Cardiomyopathy and other conditions of ischemia. ACP-01 has been used to treat over 300 patients, and it is the subject of a randomized, placebo-controlled, double blind trial of its safety and efficacy in patients with advanced critical limb ischemia who have exhausted all other options to save their limb from amputation.

On October 21, 2019, the Company announced the results from its Phase II CLI trial abstract entitled “Autologous Stem Cell Treatment for CLI Patients with No Revascularization Options: An Update of the Hemostemix ACP-01 Trial With 4.5 Year Followup” which noted healing of ulcers and resolution of ischemic rest pain occurred in 83% of patients, with outcomes maintained for up to 4.5 years.

The Company owns 91 patents across five patent families titled: Regulating Stem Cells, In Vitro Techniques for use with Stem Cells, Production from Blood of Cells of Neural Lineage, and Automated Cell Therapy. For more information, please visit www.hemostemix.com.

Contact:
Thomas Smeenk
President, CEO & Co-Founder
TSmeenk@Hemostemix.com

905-580-4170

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined under the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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Forward-Looking Information: This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward-looking information. In particular, this news release contains forward-looking information in relation to: the Offerings including the size of the Offerings, the potential lead order for the Debenture Offering, potential insider participation in the Offerings, the use of proceeds of the Offerings, the closing of the Offerings, the potential exemptions used for the Offerings, any potential finder’s fee paid on the Offerings, the potential accelerated expiry date of the Warrants and the Debenture Warrants, and the approval required for the Offerings, including Exchange acceptance of the Offerings‎; and the commercialization of ACP-01. ‎‎There can be no assurance that such forward-looking information will prove to be accurate. Actual results and future events could differ materially from those anticipated in such forward-looking information. This forward-looking information reflects Hemostemix’s current beliefs and is based on information currently available to Hemostemix and on assumptions Hemostemix believes are reasonable. These assumptions include, but are not limited to: the underlying value of Hemostemix and its Common Shares; market acceptance of the Offerings; Exchange acceptance of the Offerings; the successful resolution of the litigation that Hemostemix is pursuing or defending (the “Litigation“); the results of ACP-01 research, trials, studies and analyses, including the midpoint analysis, being equivalent to or better than previous research, trials or studies as well as management’s ‎expectations of anticipated results; Hemostemix’s general and administrative costs remaining constant; the receipt of all required regulatory ‎approvals for research, trials or studies; the level of activity, market acceptance and market trends in the healthcare sector; the ‎economy generally; consumer ‎interest in Hemostemix’s services and products; competition and ‎Hemostemix’s competitive advantages; and Hemostemix obtaining satisfactory financing to ‎fund Hemostemix’s operations including any research, trials or studies, and the Litigation. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Hemostemix to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: the ability of Hemostemix to complete its current CLI clinical trial, complete a satisfactory analyses and the results of such analyses and future clinical ‎trials;‎litigation and potential litigation that Hemostemix may face; general business, economic, competitive, political and social uncertainties; general capital market conditions and market prices for securities; delay or failure to receive board or regulatory approvals; the actual results of future operations including the actual results of future research, trials or studies; competition; changes in legislation ‎affecting Hemostemix; the timing and availability of external financing on acceptable terms; long-term capital requirements and future developments in Hemostemix’s markets and the markets in which it expects to compete;‎ lack of qualified, skilled labour or loss of key individuals; and risks ‎related to the COVID-19 pandemic including various recommendations, orders and measures of governmental authorities to ‎try to limit the pandemic, including travel restrictions, border closures, non-essential business closures, ‎service disruptions, quarantines, self-isolations, shelters-in-place and social distancing, disruptions to markets, disruptions to economic activity and ‎financings, disruptions to supply chains and sales channels, and a deterioration of general economic conditions including a ‎possible national or global recession or depression;the potential impact that the COVID-19 pandemic may have on Hemostemix which may include a decreased demand for the services that Hemostemix ‎offers; and a deterioration of financial markets that could limit Hemostemix’s ability to obtain external financing. A description of additional risk factors that may cause actual results to differ materially from forward-looking information can be found in Hemostemix’s disclosure documents on the SEDAR website at www.sedar.com. Although Hemostemix has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Forward-looking information contained in this news release is expressly qualified by this cautionary statement. The forward-looking information contained in this news release represents the expectations of Hemostemix as of the date of this news release and, accordingly, it is subject to change after such date. However, Hemostemix expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/81706

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Hornby Bay Enters into Second Amending Agreement

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Toronto, Ontario–(Newsfile Corp. – April 23, 2021) – Hornby Bay Mineral Exploration Ltd. (TSXV: HBE) (OTC: HBEXF) (“HBE” or the “Company“) announces that further to its press release of March 25, 2021, the Company has entered into a second amending agreement dated April 21, 2021 (the “Amending Agreement“) with Frank Guillemette (the “Principal Shareholder“), Jonathan Girard and Jean-Francois Girard (together with the Principal Shareholder, the “Vendors“) amending certain provisions of the definitive share purchase agreement (the “Definitive Agreement“) dated November 30, 2020 and as amended on March 23, 2021, between the Vendors and the Company providing for the purchase of the shares of 9396-1217 Quebec Inc.

The Amending Agreement amends the Definitive Agreement by removing the repurchase option which granted the Principal Shareholder the right, prior to the Company exercising the initial option to acquire a 50% interest in the Philibert Property (the “Option“) under an option agreement between 9220-5392 Quebec Inc. and SOQUEM Inc., to repurchase the Option in the event that the Company had not incurred sufficient exploration expenditures to maintain the Option, or if the Option was otherwise going to be terminated or lapse. As consideration for the termination of the repurchase option, the Principal Shareholder has been granted a right of first refusal (“ROFR“) in the event that the Company proposes to sell its interest in the Philibert Property. The ROFR expires upon the Company exercising the Option in full and earning a 100% interest in the Philibert Property. In addition, the Definitive Agreement has been amended to provide that the Company can issue a maximum of 29,179,698 common shares in the capital of the Company for each of the additional payments due 12, 18 and 24 months following the closing of the transaction (the “Proposed Transaction“) contemplated by the Definitive Agreement.

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Additional information regarding the Proposed Transaction will be disclosed in a filing statement being prepared in connection with the Proposed Transaction. Updates on the timing of the completion of the Proposed Transaction will be provided in subsequent news releases of the Company.

ON BEHALF OF THE BOARD OF DIRECTORS
“Fred Leigh”

For further information, please contact:
Fred Leigh, President & CEO of Hornby Bay Mineral Exploration Ltd.
Phone: 416-861-5933
Email: info@hornbybay.com

THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Completion of the transaction contemplated by the Definitive Agreement, as amended, is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable, disinterested shareholder approval. The transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the contemplated transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the contemplated transactions may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative. The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release. Further details of the transaction contemplated by the Definitive Agreement will be included in subsequent news releases and disclosure documents to be filed by the Company.

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The information contained herein contains “forward-looking statements” within the meaning of applicable securities legislation. Forward-looking statements relate to information that is based on assumptions of management, forecasts of future results, and estimates of amounts not yet determinable. Any statements that express predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance are not statements of historical fact and may be “forward-looking statements.” Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation: risks related to failure to obtain adequate financing on a timely basis and on acceptable terms; risks related to the outcome of legal proceedings; political and regulatory risks associated with mining and exploration; risks related to the maintenance of stock exchange listings; risks related to environmental regulation and liability; the potential for delays in exploration or development activities or the completion of feasibility studies; the uncertainty of profitability; risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of mineral deposits; risks related to the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses; results of prefeasibility and feasibility studies, and the possibility that future exploration, development or mining results will not be consistent with the Company’s expectations; risks related to commodity price fluctuations; and other risks and uncertainties related to the Company’s prospects, properties and business detailed elsewhere in the Company’s disclosure record. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Investors are cautioned against attributing undue certainty to forward-looking statements. These forward-looking statements are made as of the date hereof and the Company does not assume any obligation to update or revise them to reflect new events or circumstances. Actual events or results could differ materially from the Company’s expectations or projections.

NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES OF AMERICA

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/81651

Comments

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