pcNewsWire – Aldridge Minerals Inc. (TSX-V: AGM) has closed its previously announced non-brokered private placement of 33,333,333 common shares at US $0.15 (or approximately CAD $0.20) per share for gross proceeds of US $5 million to Ahmet Taçyildiz, the Chairman and controlling shareholder of ANT Holding Anonim Sti and a director of Aldridge.
Proceeds and the sale of common shares to Orion will be used to fund the completion of the Yenipazar polymetallic VMS project land acquisition process, progress project development and for general corporate purposes.
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Aldridge Announces Closing of US$5 Million Private Placement
TORONTO, ONTARIO, June 20, 2017 – Aldridge Minerals Inc. (TSX-V: AGM) (“Aldridge” or the “Company”) is pleased to announce that it has closed its previously announced non-brokered private placement (the “Private Placement”). Pursuant to the Private Placement, the Company issued an aggregate of 33,333,333 common shares (“Common Shares”) of the Company at US$0.15 (or approximately CAD$0.20) per Common Share for aggregate gross proceeds of US$5 million to Ahmet Taçyildiz, the Chairman and controlling shareholder of ANT Holding Anonim Sti (“ANT”) and a director of Aldridge.
Following the closing of the Private Placement, ANT and its wholly-owned subsidiaries, together with Mr. Taçyildiz, now own, or exercise control or direction over, 66,617,442 Common Shares, representing in aggregate approximately 47.4% of the outstanding Common Shares. Ahmet Taçyildiz has engaged in this transaction for investment purposes, and he may increase or decrease his ownership, control or direction over Aldridge’s securities depending upon future market conditions.
The Company has been advised by Orion Fund JV Limited (“Orion”) that Orion intends to subscribe for and purchase an additional 4,071,504 Common Shares on a private placement basis at a price per Common Share of US$0.15, pursuant to the exercise of pre-emptive rights which entitle it to maintain its pro rata interest (10.9%) in the Company in certain circumstances. Following the closing of the private placement with Orion, the percentage of outstanding Common Shares held by ANT, its whollyowned subsidiaries and Mr. Taçyildiz will decrease to 46.1%.
Aldridge intends to use the net proceeds of the Private Placement and the sale of Common Shares to Orion to fund the completion of the Yenipazar polymetallic VMS project (the “Yenipazar Project”) land acquisition process, progress project development and for general corporate purposes.
The Private Placement and any issue of Common Shares to Orion are “related party transactions” for the purposes of TSX Venture Exchange (the “TSXV”) Policy 5.9 (“Policy 5.9”). In connection with the Private Placement, the Board of Directors of the Company (other than those directors who are not independent for purposes of applicable securities laws, including Mr. Taçyildiz) reviewed and approved the terms of the Private Placement, after careful consideration of those terms, the Company’s financial position and liquidity requirements, alternative sources of capital reasonably available to the Company, the opportunities afforded by the Private Placement, and other relevant factors. The Company is relying upon the financial hardship exemption from the minority shareholder approval and formal valuation requirements of Policy 5.9.
The securities issued under the Private Placement and to Orion, respectively, are subject to a statutory hold period expiring four months and one day after the relevant private placement closes. In connection with the Private Placement, the Company will pay an aggregate financial advisory fee of US$150,000 to Scotiabank and Sprott Capital Partners.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Aldridge is a development-stage mining company focused on its wholly owned and permitted Yenipazar polymetallic VMS Project (Gold, Silver, Copper, Lead, Zinc) in Turkey. Aldridge completed the Yenipazar Optimization Study and filed the related NI 43-101 compliant technical report in May 2014, which updated the original May 2013 Feasibility Study. The Optimization Study demonstrated that the Yenipazar Project is highly robust with an after-tax NPV of US$330 million at a 7% discount rate and an after-tax IRR of approximately 32%. The Company is currently advancing the Yenipazar Project on key aspects including land acquisition and financing.
Han Ilhan David Carew
President & CEO Director of Investor Relations
(416) 477-6988 (416) 477-6984