VANCOUVER, BC, May 24, 2023
/CNW/ - Awalé Resources Limited (TSXV: ARIC) ("Awalé" or the
"Company"), a junior explorer focused on gold and copper
exploration in Côte d'Ivoire, is pleased to announce the closing of
its previously announced financings for gross proceeds of
$2.36 million together with other
significant developments that will propel the Company toward a new
phase of growth and success.
The financings include a $1.5
million non-brokered private placement, including
$1 million by Orecap Invest Corp.
(formerly Orefinders Resources Inc.) ("Orecap"), a prominent
investor in the mining sector, and a concurrent $860,610 brokered private placement led by Beacon
Securities Limited as agent (the "Agent"). The net proceeds
from the Brokered Financing and the Non-Brokered Financing will be
used for exploration and development expenditures at the Company's
projects in Ivory Coast,
settlement of certain payables, and general working capital
purposes. Full details of the financings, allocation of shares for
debt and a grant of stock options are provided below.
Appointment of New CEO and New Directors to the Team
Awalé is delighted to announce the appointment of Andrew Chubb, formerly the Chief Operating
Officer of the Company as its new Chief Executive Officer
("CEO") and as a director. Andrew is a geologist with 20
years of experience and has been intimately involved with the
Company's projects since inception. With a proven track record of
success and exceptional leadership skills, Andrew is well-equipped
to steer Awalé towards future success.
In addition to the CEO appointment, we are excited to welcome
Stephen Stewart to Awalé's Board of
Directors (the "Board"). Stephen brings a wealth of
experience in the mining and exploration sector and has over 18
years of financial experience as a director and senior officer with
Canadian public companies, including as the CEO and director of
Orecap (TSXV:OCI) and QC Copper & Gold Inc. (TSXV:QCCU), and
the chair of Mistango River Resources (CSE:MIS) and Baselode Energy
Corp. (TSXV:FIND). Mr. Stewart is the founder of the Ore Group, an
organization focused on natural resource discovery and development,
and founder and chairman of the Young Mining Professionals
Scholarship Fund, the largest mining-focused charitable
organization and fund which supports mining engineering and geology
education in Canada. Mr. Stewart
holds a Bachelor of Arts degree from the University of Western Ontario, a Master of Business
Administration degree from the University of
Toronto's Rotman School of
Management and a Master of Science degree from the University of Florida.
At closing of the financings, Mr. Glen
Parsons will be stepping down as CEO and resigning from the
Board. The Board expresses its gratitude to Mr. Parsons for his
contributions and leadership during his tenure as CEO and wishes
him all the best in his future endeavors.
Andrew Chubb, the incoming CEO
said today: "As the former Chief Operating Officer of Awalé, I
have a close working relationship with our project team. Together
we have developed a deep understanding of our projects, and I have
played a hands-on role in the development and growth of our
projects. The team is well poised to steer Awalé to new heights in
the exploration and mining industry.
One of our primary objectives is to create value through the
Newmont Joint Venture, a mutually beneficial partnership that is a
first step in unlocking the full potential of Awalé's Odienné
Projects. This collaboration with Newmont, a global mining
powerhouse, brings together our expertise and Newmont's resources
to accelerate the exploration and development of our assets. We are
confident that this joint venture will enhance shareholder
value.
In addition to the Newmont Joint Venture properties, we are
focusing on the granting and subsequent realization of the
exploration potential of our 100%-owned permit applications in the
district. These permits represent a promising opportunity for
further discoveries in the region, and we are committed to
exploring and unlocking their full potential.
I would also like to extend a warm welcome to Orecap and
express our gratitude for their confidence in our project team, the
potential of the projects and future vison for the Company.
Together, we will forge a successful path forward, leveraging our
collective strengths and expertise."
Details of the Financings and Debt Settlement
The Company completed:
- a private placement of 7,171,750 units of the Company (the
"Brokered Units") at a price of $0.12 per Brokered Unit (the "Offering
Price"), raising gross proceeds of $860,610 (the "Brokered Financing");
- a concurrent non-brokered private placement of 12,470,431 units
of the Company (the "Non-Brokered Units") at the Offering
Price, raising further gross proceeds of $1,496,451.72 (the "Non-Brokered
Financing"); and
- a debt settlement by issuing 1,855,414 common shares of the
Company ("Common Shares") to current or former
directors, officers and consultants of the Company (the
"Creditors") and 311,236 Common Shares to Mr. Parsons and,
subject to receipt of disinterested shareholder approval, will
issue an additional 999,216 Common Shares to the Creditors and
813,014 Common Shares to Mr. Parsons (collectively, the "Debt
Shares") at a deemed price of $0.12 per Debt Share, in settlement of a total of
$342,555.60 in outstanding debt to
the Creditors and $134,910 in
severance pay to Mr. Parsons, respectively (the "Debt
Settlement").
The Brokered Units and Non-Brokered Units each consisted of one
Common Share and one-half of one Common Share purchase warrant
(each whole warrant, a "Warrant"). Each Warrant will be
exercisable to acquire one additional Common Share (a "Warrant
Share") until May 24, 2026 at a
price of $0.20 per Warrant Share.
The Brokered Financing was conducted pursuant to the terms of an
agency agreement dated May 24, 2023
entered into between the Company and the Agent. As consideration
for services provided by the Agent in connection with the Brokered
Financing, the Company: (a) paid a commission and corporate finance
fee in cash in the amount of $51,604.40; (ii) issued 430,305 non-transferrable
warrants (the "Broker Warrants"), with each Broker Warrant
exercisable to acquire one Common Share at the Offering Price until
May 24, 2026; and (iii) paid a
corporate finance fee equal to $100,000, by issuing 833,333 units of the Company
at the Offering Price and having the same terms as the Brokered
Units.
In connection with the Non-Brokered Financing, Orecap subscribed
for 8,333,333 Non-Brokered Units. Immediately before the closing of
the Non-Brokered Financing, Orecap did not own any Common Shares or
securities of the Company convertible or exchangeable into Common
Shares. Following the completion of the transactions disclosed in
this news release, including the Non-Brokered Financing, Orecap
will be deemed to be an Insider (as this term defined under
securities law) of the Company as it will beneficially own and
control 8,333,333 Common Shares and 4,166,666 Warrants entitling it
to acquire a further 4,166,666 Common Shares representing 15.32% of
the issued and outstanding Common Shares on a non-diluted basis and
21.35% of the issued and outstanding Common Shares on a
partially-diluted basis (based on a total of 54,390,779 Common
Shares issued and outstanding).
The net proceeds from the Brokered Financing and the
Non-Brokered Financing will be used for exploration and development
expenditures at the Company's projects in Ivory Coast, settlement of certain payables,
and general working capital purposes.
Investor Rights Agreement and Grant of Options
Pursuant to terms of the binding term sheet entered into by the
Company and Orecap on April 24, 2023
(please see the Company's news release of April 25, 2023), the Company also announces that
it has:
- entered into an investor rights agreement (the "Investor
Rights Agreement") with Orecap granting it the right, for so
long as Orecap's percentage ownership interest in the issued and
outstanding Common Shares is at least 10%, calculated on a
partially diluted basis, to: (a) nominate two directors to
the Board; and (b) participate in any offering of Common
Shares or securities convertible into Common Shares, on
substantially the terms and conditions of such offering, to
maintain its percentage ownership interest in the issued and
outstanding Common Shares immediately prior to completion of such
offering; and
- granted incentive stock options under the Company's stock
option plan to directors, officers and certain employees, including
to the newly appointed directors, to purchase up to 3,605,000
Common Shares exercisable at a price of $0.20 per Common Share for a period of five
years.
Pursuant to the Investor Rights Agreement, the Company has
appointed Mr. Stephen Stewart to the
Board as the nominee of Orecap and an additional director will be
nominated by Orecap for election by shareholders at the Company's
next general meeting.
The Company also signed the Advisory Agreement described in its
April 25, 2023 news release.
Additionally, the Company issued an aggregate of 625,000 Common
Shares at a deemed price of $0.12 per
Common Share to Vukasin Pekovic and
Devrim Jan Turkdogan as finder's
fees for introducing Orecap to the Company.
All securities issued with respect to the above transactions,
including the Brokered Financing and Non-Brokered Financing, Debt
Settlement and finder's fees are subject to a hold period which
will expire on September 25, 2023 in
accordance with applicable securities laws or the Exchange Hold
Period under the policies of the TSX Venture Exchange ("TSXV").
Finally, the Company announces that it filed its 2022 Annual
Audited Financial Statements and received an order on May 10, 2023 revoking the Management Cease
Trading Order issued on May 3, 2023
by the British Columbia Securities Commission.
The securities offered have not been registered under the
U.S. Securities Act of 1933, as amended, and may not be offered or
sold in the United States absent
registration or an applicable exemption from the registration
requirements. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any
sale of the securities in any State in which such offer,
solicitation or sale would be unlawful.
AWALÉ RESOURCES LIMITED
"Andrew Chubb"
Andrew Chubb,
CEO and Director
Tel. +356 9913 9117
About Awalé Resources
Awalé is a diligent and systematic mineral exploration company
focused on the discovery of large high-grade gold and copper-gold
deposits. The Company currently undertakes exploration activities
in the underexplored parts of Côte d'Ivoire. Awalé's exploration
success to date has culminated in a fully funded earn-in Joint
Venture with Newmont (the "Newmont JV") covering 1 permit
and 1 application within the greater the Odienné Project in the
Northwest of Côte d'Ivoire, where three significant gold and
gold-copper-silver-molybdenum discoveries have been made. The
Sceptre East and Charger discoveries have significant scope for
growth with future discovery and resource development drilling. The
project has multiple pipeline prospects that follow the same
geochemical fingerprint as Iron Oxide Copper Gold ("IOCG")
and intrusive related targets. The 400km2 of granted
tenure and 400km2 under application remains
underexplored and offers significant upside potential. The Newmont
JV forms a solid foundation for the Company to continue exploring
in a pro-mining jurisdiction that offers significant potential for
district scale discoveries.
Forward–Looking Information
This press release contains forward–looking information within
the meaning of Canadian securities laws (collectively
"forward–looking statements"). 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. Forward–looking statements in
this press release include but are not limited to statements
regarding expectations for growth and success, the use of proceeds
from the financings and the ability to obtain disinterested
shareholder approval for the Debt Settlement and the implications
of such for the Company. 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. 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 the potential inability to
obtain required regulatory approvals and satisfy other applicable
closing conditions; possible adverse impacts due the global
outbreak of COVID–19; the Company's inability to generate
sufficient cash flow or raise sufficient additional financing
requirements; volatility in metals prices; 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; 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 Côte
d'Ivoire; 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
Côte d'Ivoire, including but not limited to, labour, economic and
political instability and potential changes to and failures to
comply with legislation; the Shares may be delisted from the TSXV
if it cannot maintain compliance with the applicable listing
requirements; and other risk factors described other filings with
Canadian securities regulators, which may be viewed at
www.sedar.com. Any forward–looking statement speaks only as of the
date on which it is made and, except as may be required by
applicable securities laws, the Company disclaims any intent or
obligation to update any forward–looking statement, whether because
of new information, future events or results or otherwise.
NEITHER 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 RELEASE.
SOURCE Awalé Resources Limited
