Ressources Minieres Pro-Or (TSX VENTURE:POI) (the "Corporation"), which operates
a recovery plant for precious metals of the Platinum Group, is pleased to
announce that it has increased its previously disclosed private placement to a
total amount of $3 million (the "Private Placement"). The first tranche of this
Private Placement will be concluded in the coming days and the second and final
tranche will be closed by December 30, 2013. This Private Placement is directed
at qualified investors and is offered in Units as described below.
-- 30,000,000 common shares of the Corporation ("Common Shares), are
offered at a price of $0.10 per Common Share as opposed to the
previously disclosed issue price of $0.12 per Common Share.
-- Each Common Share is accompanied by one common share purchase warrant;
each common share purchase warrant entitling the holder thereof to
acquire one Common Share at an exercise price of $0.20 per Common Share
for a period of 36 months from the date of issuance. The warrants are
subject to an acceleration clause by which the warrant period of the
warrants can be reduced, at the Corporation's discretion, if the closing
price of the Common Shares on the Exchange is equal to or above $0.30 on
20 consecutive trading days, in which case the exercise period of the
warrants will be reduced to 30 days following formal written
notification by the Corporation to that effect.
The Private Placement is led by Euro Pacific Canada Inc., as agent. The
Corporation will pay cash commissions of 8% of the gross proceeds raised in
respect of the Private Placement. In addition, the Corporation shall issue
broker warrants to the agent, exercisable for a period of 18 months following
the closing date, to acquire common shares which in aggregate is equal to 8% of
the number of common shares sold under the Private Placement, at $0.10 per
share.
As previously disclosed in the Corporation's news release dated December 5,
2013, the Private Placement is being conducted in contemplation of a proposed
"Change of Business" of the Corporation (as such term is defined under TSX
Venture Exchange (the "Exchange") Policy 5.2 - Changes of Business and Reverse
Takeovers) from solely a "mining issuer" to both a "mining issuer" and a
"technology issuer".
For further information with respect to the proposed Change of Business and the
matters to be considered at the annual and special meeting of shareholders of
the Corporation to be held on December 30, 2013, reference should be made to the
management information circular of the Corporation dated December 2, 2013 (the
"Circular"), a copy of which is available under the Corporation's profile on
SEDAR at www.sedar.com. The information below amends and replaces some of the
information contained in the Circular under the headings "Available Funds" and
"Private Placement" in light of the increase of the Private Placement and the
re-pricing of the Common Shares to be issued under the Private Placement.
AVAILABLE FUNDS
As at October 31, 2013, the Corporation had a working capital of $25,000.
Assuming completion of the Private Placement, less the expenses related to the
Proposed Change of Business and the Private Placement, the Corporation will have
a working capital of approximately $755,000 (Minimum) and $3,125,000 (Maximum):
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Available Funds Available Funds
(Minimum) (Maximum)
----------------------------------------------------------------------------
Working Capital (as at October 31,
2013) $ 25,000 $ 25,000
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Amount available for Menarik
Exploration Expenses $ 180,000 $ 180,000
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Gross Proceeds from the Private
Placement $ 600,000 $ 3,000,000
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Fees and expenses related to the
Private Placement and Proposed COB $ (50,000) $ (80,000)
----------------------------------------------------------------------------
Total $ 755,000 $ 3,125,000
----------------------------------------------------------------------------
Following completion of the Proposed Change of Business and the Private
Placement, the Corporation intends to spend the available funds as follows:
----------------------------------------------------------------------------
Amount Amount
Principal Purpose (Minimum) (Maximum)
----------------------------------------------------------------------------
Maintaining Prototype Plant $ 66,000 $ 300,000
----------------------------------------------------------------------------
Construction of Commercial Reactors $ 0 $ 480,833
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R&D Phase II(1) $ 0 $ 36,000
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R&D Laboratory (2) $ 0 $ 20,000
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General and Administrative Expenses $ 409,000 $ 1,068,000
----------------------------------------------------------------------------
Menarik Property Exploration
Expenses $ 180,000 $ 180,000
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Sub-Total $ 655,000 $ 2,084,833
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Unallocated Working Capital $ 100,000 $ 1,040,167
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Total $ 755,000 $ 3,125,000
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Notes:
(1) the Corporation continues to develop and enhance the PGM recovery platform
from the patent into new applications.. R&D work is required to test other
recycled material from other industrial application (like E-waste, PGM coated
electrode, refractory material, laboratory catalyst) in the micro-chlorurator
and then in the prototype reactor at the St-Augustin-de-Desmaures plant.
(2) An internal measurement laboratory will be installed in the future to
perform analysis on feedstock quality and to measure the yield and waste
generated by the process on a continuous basis. This amount represents the cost
to prepare a proposal for a lab.
Consolidated Capitalization
The following table summarizes the Corporation's consolidated capitalization as
at the dates indicated, and after giving effect to the Private Placement:
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Outstanding Outstanding
Outstanding Outstanding after giving after giving
as at as at effect to the effect to the
December 31, September 30, Private Private
Authorized Number 2012 2013 Placement Placement
Capital Authorized (audited) (unaudited) (Minimum) (Maximum)
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Common
Shares Unlimited 61,896,644 69,996,644 75,996,644(2) 99,996,644(2)
----------------------------------------------------------------------------
Stock
Options 5,000,000(1) 3,925,000 4,425,000 4,425,000(3) 4,425,000(3)
----------------------------------------------------------------------------
Warrants - 10,600,000 18,383,000 24,783,000(4) 49,913,000(4)
----------------------------------------------------------------------------
Notes:
(1) Does not take into consideration the amendment to the Stock Option Plan of
November 29, 2013, to increase to 13,900,000 the number of Common Shares
reserved for issuance under the Stock Option Plan. Please see under "Amendments
to the Stock Option Plan" in the Circular.
(2) Issuance of 6,000,000 Common Shares (Minimum) and 30,000,000 Common Shares
(Maximum) in connection with the Private Placement.
(3) The amount of outstanding stock options will not be affected by the Proposed
COB or the Private Placement. Please see under "Compensation Discussion and
Analysis - Stock Option Plan" and "Stock Option Plan" in the Circular.
(4) Issuance of 6,000,000 (minimum) and 30,000,000 (maximum) common share
purchase warrants in connection with the Private Placement and 480,000 (minimum)
and 2,400,000 (maximum) broker warrants, each common share purchase warrant
entitling the holder thereof to acquire one Common Share for a period of 36
months from the date of issuance at an exercise price of $0.20 per Common Share
and each broker warrant entitling the holder thereof to acquire one Common Share
for a period of 18 months from the date of issuance at an exercise price of
$0.15 per Common Share.
Fully Diluted Share Capital
----------------------------------------------------------------------------
Number of Number of
Common Shares Common Shares
(Minimum) Percentage (Maximum) Percentage
----------------------------------------------------------------------------
Current issued and
outstanding Common
Shares 69,996,644 60.78% 69,996,644 42.50%
----------------------------------------------------------------------------
Common Shares issuable
upon exercise of
currently outstanding
stock options 4,425,000(1) 3.84% 4,425,000(1) 2.69%
----------------------------------------------------------------------------
Common Shares issuable
upon exercise of
currently outstanding
warrants 18,383,000 15.96% 18,383,000 11.16%
----------------------------------------------------------------------------
Common Shares issuable
under the Private
Placement 6,000,000 5.21% 30,000,000 18.22%
----------------------------------------------------------------------------
Common Shares issuable
upon exercise of the
warrants issuable under
the Private Placement 6,000,000 5.21% 30,000,000 18.22%
----------------------------------------------------------------------------
Common Shares issuable
upon exercise of the
broker warrants
issuable under the
Private Placement 480,000 0.42% 2,400,000 1.46%
----------------------------------------------------------------------------
Common Shares issuable
upon exercise of stock
options 9,475,000(2) 8.23% 9,475,000(2) 5.75%
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Total 115,159,644 100.00% 164,679,644 100.00%
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Notes:
(1) The amount of outstanding stock options will not be affected by the Proposed
COB or the Private Placement.
(2) Taking into account the proposed amendment to the stock option plan to
increase the number of options to 13,900,000, including the 4,425,000 options
already granted.
The funds raised under the Private Placement to be used by the Corporation for
its "technology" related activities will be held in escrow pending final
approval of the TSX Venture Exchange on the Change of Business.
Sylvain Boulanger, President and CEO of Pro-or said: "We welcome our new
shareholders and appreciate their support in our strategy to expand our current
operations and finance our first commercial plant."
All securities issued in the placement are subject to a four-month hold and one
day period from the closing date. Directors and Management of the Company
participated in this private placement.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term
is defined in policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
About Pro-Or
Pro-Or operates an industrial prototype plant for the recovery of Platinum Group
Elements (Platinum, Palladium and Rhodium or PGMs). The plant is located near
Quebec City in St-Augustin-de-Desmaures. Its patented process yields more than
97% recoveries of PGMs, and is not only much less capital extensive but also
operates much more rapidly than conventional plants thus dramatically lowering
the amount of time that its customers capital is tied up as work-in-process
inventory. Pro-Or's mission is to sustainably recover precious metals by the
recycling of end-of-life PGM containing components while meeting global "green"
standards for the automobile industry.
Pro-Or also holds the mineral rights to six mining properties and has focused
its exploration activities on the Menarik property in the James Bay area, in the
Province of Quebec, the site of a major chromite deposit with occurrences of
gold, nickel, copper and platinum group metals (PGMs). The operation of Pro-Or's
patented and proprietary processes to such deposits may lead to a breakthrough
in low cost primary mining metallurgy in the near future.
Neither Exchange nor the Supplier of services regulation (as defined in the
policies of the Exchange) accepts responsibility for the adequacy or accuracy
FOR FURTHER INFORMATION PLEASE CONTACT:
Sylvain Boulanger, P.Eng.
President & CEO
info@pro-or.com
(514) 506-9121
Nicole Blanchard, Managing Partner
Sun International Communications
nicole.blanchard@isuncomm.com
(450) 973-6600
Christine Young
Vice President, Institutional Sales
Euro Pacific Canada Inc.
christine.young@europac.ca
416-479-8690
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