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TORONTO, Feb. 17, 2021 /CNW/ - Maritime Resources
Corp. (TSXV: MAE) ("Maritime" or the "Company") is
pleased to announce that Tembo Capital ("Tembo") has conditionally
agreed to purchase 30,770,000 common shares of the Company (the
"Common Shares"), representing approximately 8.2% on an undiluted
basis, at a price of $0.13 per Common
Share for a total strategic investment of $4,000,100 via a non-brokered private placement
(the "Tembo Private Placement").
Concurrent with its announcement of the proposed Tembo Private
Placement, the Company is also pleased to announce that it has
entered into an agreement with Canaccord Genuity Corp. on behalf of
a syndicate of agents including Dundee Goodman Merchant Partners,
Sprott Capital Partners and Industrial Alliance Securities Inc.
(collectively, the "Agents") in connection with a "best efforts"
private placement (the "Brokered Offering" and together with the
Tembo Private Placement, the "Offerings") of common shares of the
Company that will qualify as "flow-through shares" (within the
meaning of subsection 66(15) of the Income Tax Act
(Canada) (the "Flow-Through
Shares"). The Flow-Through Shares will be issued at a price of
$0.18 per Flow-Through Share (the
"Flow-Through Price") for aggregate gross proceeds of up to
$6,000,930.
In addition, the Company will grant the Agents an option (the
"Agents' Option") to sell up to an additional 5,050,000
Flow-Through Shares at the Flow-Through Price for additional gross
proceeds of $905,970, exercisable 48
hours prior to the Closing Date (as herein defined).
"We are pleased to welcome Tembo as a strategic investor in the
Company and to have them join our long-term supportive shareholders
Dundee Goodman Merchant Partners and Sprott. The investment by
Tembo is a strong endorsement of the Hammerdown Gold Project in
Newfoundland and Labrador and the exploration potential
surrounding the project. Tembo is a private equity investment
advisor that specializes in mining, particularly junior and
mid-tier mining companies," commented Garett Macdonald, President and CEO.
The Company intends to use the net proceeds of the Tembo Private
Placement, along with the cash on hand, to complete its previously
announced acquisition of the Nugget Pond gold processing plant,
complete the feasibility study and permitting to progress to a
development decision of the Hammerdown Gold Project, as well as for
general corporate and working capital purposes. The gross proceeds
from the issue and sale of the Flow-Through Shares will be used by
the Company to incur eligible "Canadian exploration expenses" that
will qualify as "flow-through mining expenditures" as such terms
are defined in the Income Tax Act (Canada) (the "Qualifying Expenditures")
related to the Company's Hammerdown Gold Project in Newfoundland and Labrador.
The Offerings are expected to close on or about March 22, 2021 (the "Closing Date") and are
subject to certain conditions including, but not limited to, the
receipt of all necessary approvals including the approval of the
TSX Venture Exchange and the applicable securities regulatory
authorities, and with respect to the Tembo Private Placement, the
completion of the previously announced acquisition by Maritime of
the Nugget Pond gold processing plant. Completion of the Offerings
are not conditional on each other.
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 of America. The
securities have not been and will not be registered under the
United States Securities Act of 1933 (the "1933 Act") or any state
securities laws and may not be offered or sold within the United States or to U.S. Persons (as
defined in the 1933 Act) unless registered under the 1933 Act and
applicable state securities laws, or an exemption from such
registration is available.
About Maritime Resources Corp.:
Maritime holds a 100% interest, directly and subject to option
agreements entitling it to earn 100% ownership, in the Green Bay
Property, including the former Hammerdown gold mine and the Orion
gold project plus the Whisker Valley exploration project, all
located in the Baie Verte Mining District and the town of King's
Point, Newfoundland and
Labrador. The Hammerdown Gold
Project is characterized by near-vertical, narrow mesothermal
quartz veins containing gold associated with pyrite. Hammerdown was
last operated by Richmont Mines between 2000-2004.
About Tembo:
Tembo is a mining-focused private equity fund group, which has a
strong track record of identifying and supporting emerging resource
companies. The Tembo team has significant technical expertise and
mining finance experience. Tembo has a strong focus on investing in
projects that meet high standards of ESG performance.
On Behalf of the Board:
Garett Macdonald, MBA,
P.Eng.
President and CEO
Caution Regarding Forward Looking Statements:
Certain statements made and information contained herein may
constitute "forward looking information" and "forward looking
statements" within the meaning of National Instrument 51-102 –
Continuous Disclosure Obligations and includes statements related
to closing of the Offerings, use of proceeds of the Offerings,
timing of the renunciation and tax treatment of the Flow-Through
Shares. Forward-looking statements are often identified by
terms such as "will", "may", "should", "anticipate", "expects",
"intends", "indicates" "plans" and similar expressions.
Forward-looking statements include statements concerning the
potential to increase mineral resource and mineral reserve
estimates, the Company's decision to restart the Project, the
Company's plans regarding depth extension of the deposit at
Hammerdown, the Company's plans regarding completing additional
infill and grade control testing within the PEA mine plan, the
Company's plans regarding drilling targets previously identified,
the anticipated timing of submitting the permit registration for
Hammerdown, and the Company's decision to acquire new mineral
property interests and assets including the Nugget Pond gold
circuit and other business opportunities, amongst other things,
which involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or
achievements of the Company, or industry results, to be materially
different from any future results, performance or achievements
expressed or implied by such forward-looking information. All
forward-looking statements and forward-looking information are
based on reasonable assumptions that have been made by the Company
in good faith as at the date of such information. Such assumptions
include, without limitation, the price of and anticipated costs of
recovery of, base metal concentrates, gold and silver, the presence
of and continuity of such minerals at modeled grades and values,
the capacities of various machinery and equipment, the use of ore
sorting technology will produce positive results, the availability
of personnel, machinery and equipment at estimated prices, mineral
recovery rates, and others. Forward-looking information is subject
to a variety of risks and uncertainties which could cause actual
events or results to differ from those reflected in the
forward-looking information, including, without limitation, the
ability of the Company to continue to be able to access the capital
markets for the funding necessary to acquire, maintain and advance
exploration properties or business opportunities; global financial
conditions, including market reaction to the coronavirus outbreak;
competition within the industry to acquire properties of merit or
new business opportunities, and competition from other companies
possessing greater technical and financial resources; difficulties
in advancing towards a development decision at Hammerdown and
executing exploration programs at its Newfoundland and Labrador properties on the Company's proposed
schedules and within its cost estimates, whether due to weather
conditions, availability or interruption of power supply,
mechanical equipment performance problems, natural disasters or
pandemics in the areas where it operates; increasingly stringent
environmental regulations and other permitting restrictions or
maintaining title or other factors related to exploring of its
properties, such as the availability of essential supplies and
services; factors beyond the capacity of the Company to anticipate
and control, such as the marketability of mineral products produced
from the Company's properties; uncertainty as to whether the
proposed transaction will be completed in the manner currently
contemplated by the parties; uncertainty as to whether
mineral resources will ever be converted into mineral reserves once
economic considerations are applied; uncertainty as to whether
inferred mineral resources will be converted to the measured and
indicated categories through further drilling, or into mineral
reserves, once economic considerations are applied; government
regulations relating to health, safety and the environment, and the
scale and scope of royalties and taxes on production; and the
availability of experienced contractors and professional staff to
perform work in a competitive environment and the resulting adverse
impact on costs and performance and other risks and uncertainties,
including those described in each MD&A of financial condition
and results of operations. In addition, forward-looking information
is based on various assumptions including, without limitation,
assumptions associated with exploration results and costs and the
availability of materials and skilled labour. 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. Accordingly, readers are advised not to place
undue reliance on forward-looking information. Except as
required under applicable securities legislation, Maritime
undertakes no obligation to publicly update or revise
forward-looking information, whether as a result of new
information, future events or otherwise.
Neither TSX Venture Exchange ("TSX-V") nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX-V) accepts responsibility for the adequacy or accuracy of this
release.
SOURCE Maritime Resources Corp.