/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES
OR DISSEMINATION IN THE UNITED
STATES./
TORONTO, Dec. 10, 2021 /CNW/ - Aclara Resources Inc.
("Aclara" or the "Company") announced today the
closing of its previously announced initial public offering (the
"Offering") of 35,000,000 common shares of the
Company (the "Common Shares") at a price of C$1.70 per Common Share (the "Offering
Price"), for gross proceeds of C$59,500,000. The Offering
was made through a syndicate of underwriters co-led by RBC Capital
Markets and Canaccord Genuity Corp., together with BMO Capital
Markets, BofA Securities, Scotiabank and Sprott Capital
Partners (collectively, the "Underwriters").
In addition to the Offering, each of Hochschild Mining PLC
("Hochschild Mining") and Pelham Investment Corporation (an
investment holding company controlled by Eduardo Hochschild, the Chairman of our board of
directors, "Pelham"), and
certain individuals, including directors, officers, employees and
other purchasers identified by Aclara, purchased, on a
prospectus-exempt basis in Canada,
an aggregate of 39,336,956 Common Shares at the Offering Price for
additional aggregate gross proceeds to the Company of C$66,872,825 million (the "Concurrent Private
Placement").
The aggregate net proceeds of the Offering and the Concurrent
Private Placement are estimated to be C$117,696,359, after deducting the fee payable to
the Underwriters and the expenses of the Offering and the
Concurrent Private Placement.
The Common Shares will commence trading today on the Toronto
Stock Exchange under the symbol "ARA".
The Company has granted to the Underwriters an over-allotment
option (the "Over-Allotment Option") to purchase up to an
additional 5,250,000 Common Shares at a price of C$1.70 per Common Share for additional gross
proceeds of up to C$8,925,000 (if the
Over-Allotment Option is exercised in full). Additionally, the
Company has granted to Hochschild Mining the right, but not the
obligation, to subscribe for an additional 1,312,500 Common Shares
at the Offering Price, in the aggregate, for a period of 30 days
from the closing date of the Offering, if and only to the extent
the Underwriters exercise the Over-Allotment Option, in whole or in
part.
The Company will use the net proceeds from the Offering and the
Concurrent Private Placement to advance the exploration and
development of the Penco Module (defined below), exploration of
potential new modules, and for working capital and general
corporate purposes.
The Offering was completed pursuant to the Company's final
prospectus dated December 2, 2021
(the "IPO Prospectus"), which was filed with the securities
regulatory authorities in each of the provinces and territories of
Canada, other than Québec. A copy
of the IPO Prospectus is available under the Company's profile on
SEDAR at www.sedar.com.
In connection with the Offering, the Company also qualified
pursuant to a separate final prospectus dated December 2, 2021 the previously announced
distribution in specie of Common Shares to the holders of
ordinary shares of Hochschild Mining, as more fully described in
the final prospectus in respect of such distribution (the
"Demerger Prospectus"), a copy of which is also available
under the Company's profile on SEDAR at
www.sedar.com.
No securities regulatory authority has either approved or
disapproved the contents of this press release. The securities
under the Offering have not been, and will not be, registered under
the United States Securities Act of 1933, as amended (the "U.S.
Securities Act"), or the securities laws of any state of
the United States and may not be
offered, sold or delivered, directly or indirectly, in the United States, except pursuant to an
exemption from the registration requirements of the U.S. Securities
Act and applicable state securities laws. This news release does
not constitute an offer to sell or solicitation of an offer to buy
any of these securities in any jurisdiction in which the offering
or sale is not permitted.
Early Warning Reporting Disclosure
In connection with the transactions described above, each of
Hochschild Mining and Pelham will
file early warning reports in respect of their ownership of Common
Shares.
Concurrently with the Offering, as part of the Concurrent
Private Placement, Hochschild Mining acquired 14,870,397 Common
Shares at the Offering Price, as described in the IPO Prospectus.
Immediately prior to completion of the transactions described
above, Hochschild Mining owned, directly or indirectly, 88,262,206
Common Shares, representing 100% of the then issued and outstanding
Common Shares. Following the completion of the transactions
described above, including the distribution in specie as
described in the Demerger Prospectus, Hochschild Mining owns,
directly or indirectly, 32,526,389 Common Shares, representing
approximately 20.0% of the issued and outstanding Common Shares on
a non-diluted basis and approximately 19.7% on a fully-diluted
basis. Hochschild Mining acquired the securities of the Company as
part of the Concurrent Private Placement for investment purposes.
Hochschild Mining may further purchase, hold, vote, trade, dispose
or otherwise deal in the securities of the Company, in such manner
as it deems advisable from time to time, subject to applicable laws
and the terms of the Company's articles and the investor rights
agreement between, among others, Hochschild Mining and the Company,
each as described in the IPO Prospectus. Hochschild Mining's
address is 17 Cavendish Square, London, W1G 0PH, United Kingdom. A copy of the early warning
report of Hochschild Mining will be available under the Company's
profile on SEDAR and can be obtained on request by contacting the
Company Secretary at info@hocplc.com.
Concurrently with the Offering, as part of the Concurrent
Private Placement, Pelham acquired
22,791,399 Common Shares at the Offering Price, as described in the
IPO Prospectus. In addition, Pelham acquired 9,855,660 as part of the
Offering at the Offering Price, as described in the IPO Prospectus.
Following the completion of the transactions described above,
including the distribution in specie as described in the
Demerger Prospectus, Pelham owns,
directly or indirectly, 59,701,161 Common Shares, representing
approximately 36.7% of the issued and outstanding Common Shares on
a non-diluted basis and approximately 35.6% on a fully-diluted
basis. Pelham acquired the
securities of the Company as part of the Concurrent Private
Placement and the Offering for investment purposes. Pelham may further purchase, hold, vote,
trade, dispose or otherwise deal in the securities of the Company,
in such manner as it deems advisable from time to time, subject to
applicable laws and the terms of the Company's articles and the
investor rights agreement between, among others, Pelham and the Company, each as described in
the IPO Prospectus. Pelham's
address is One Nexus Way, Camana Bay George Tow,n Grand
Cayman KY1-9005 Cayman Islands. A
copy of the early warning report of Pelham will be available under the Company's
profile on SEDAR and can be obtained by contacting Robert Muffly at rmuffly@beckerglynn.com.
About Aclara
Aclara is a development-stage rare earth mineral resources
company with 451,585 hectares of mining concessions located in the
Maule, Ñuble, Biobío and Araucanía regions of Chile. Aclara is initiating the development of
its resources through a project called the Penco Module (the
"Penco Module"), which covers a surface area of
approximately 600 hectares and which has ionic clays that are rich
in rare earth elements. Aclara is currently focused on the
development and on the future construction and operation of the
Penco Module, which will aim to produce a rare earth concentrate
through a processing plant that will be fed by clays from nearby
deposits. In addition to the Penco Module, Aclara will conduct
exploration activities in order to determine if there are deposits
within its other mining concessions that can be developed
economically and with an adequate environmental footprint.
The head office of Aclara is located at Cerro el Plomo 5630,
Office 901 9th floor, Las Condes, Región Metropolitana de
Santiago, Chile.
Forward-Looking Statements
This news release contains "forward-looking information"
within the meaning of applicable securities legislation, which
reflects the Company's current expectations regarding future
events, including statements with regard to the use of net proceeds
by the Company. Forward-looking information is based on a number of
assumptions and is subject to a number of risks and uncertainties,
many of which are beyond the Company's control. Such risks and
uncertainties include, but are not limited to, the factors
discussed under "Risk Factors" in the Company's final prospectuses
each dated December 2, 2021 filed on
the Company's SEDAR profile. Actual results could differ materially
from those projected herein. Unless otherwise noted or the context
otherwise indicates, the forward-looking information contained in
this news release is provided as of the date of this news release
and the Company does not undertake any obligation to update such
forward-looking information, whether as a result of new
information, future events or otherwise, except as expressly
required under applicable securities laws.
SOURCE Aclara Resources Inc.