NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, British Columbia, Nov. 07, 2024 (GLOBE NEWSWIRE) -- Perseverance Metals Inc. ("Perseverance” or the "Company”) is pleased to announce that it has entered into an agreement with Haywood Securities Inc. ("Haywood”), as co-lead agent and sole bookrunner, on behalf of Agentis Capital Markets LP (together with Haywood, the "Agents”), as co-lead agent, in connection with a private placement of subscription receipts on a "best efforts” agency basis, for aggregate gross proceeds of up to C$10,004,774 (the "Offering”).
Perseverance was formed in March 2022 with the goal of becoming a best-in-class North American critical mineral exploration company, and have assembled a carefully curated, growing portfolio of high-grade nickel-copper-cobalt-PGE projects in Québec, Michigan, and Ontario. Perseverance has assembled an experienced board of directors, management, and technical teams, and a "hands on” advisory board with mining and capital markets skillsets encompassing greenfield nickel exploration through globally significant nickel discoveries, mine development, and production.
Key highlights of Perseverance include:
- Board of directors, management, and advisory board specifically assembled to target significant nickel discoveries;
- Hold an option to acquire 100% of the flagship Lac Gayot nickel-copper-PGE project, which covers the entirety of the very high-grade Venus Greenstone Belt in Québec, and boasts 13 high-grade nickel surface showings throughout the belt;
- Successfully concluded Perseverance's maiden exploration program at Lac Gayot in September 2024 with highlights including the discovery of new nickel sulphide surface showings validated by drill holes with >1.6% nickel intercepts;
- Hold an option to acquire 100% of the Voyageur nickel-copper-PGE project, which covers 680 km2 of the Upper Peninsula in Michigan, 70 km west of the only producing nickel mine in the United States*;
- Acquired 100% of the Armit Lake nickel-copper-cobalt project, which is the consolidated and sparsely explored western half of the nickel and gold-rich Savant Lake Greenstone Belt in Ontario; and
- Attracted a strong shareholder base with strategic shareholders including Teck Resources Limited, Electric Elements Mining Corp. (recent Critical Minerals-focused spin-out of Osisko Development Corp.), Altius Minerals Corporation (ALS-TSX), and Québec institutional investors SIDEX LP and Fonds de solidarité FTQ.
* Mineralization hosted on nearby or adjacent properties is not necessarily indicative of mineralization hosted on the Company's properties.
2025 Exploration Program
Perseverance will advance exploration programs on all three projects in 2025
Lac Gayot
- ~5,000m of drilling focused on new discoveries in the Venus Greenstone Belt
- Ground EM and borehole EM on key target areas
- Extensive field mapping and prospecting over high priority areas indicated by the recent airborne property-wide HeliTEM2 survey
- Additional, detailed ground gravity surveys over key target areas
- ~1,000-1,500m of drill testing of the highest priority geological and geophysical targets
- Ground EM and borehole EM follow-up on prospective target areas confirmed by drilling
- Extensive field mapping, prospecting, and soil sampling over the entire property
- Targeted ground truthing/validation of key geophysical targets from the 2023 HeliTEM2 survey
The Offering will consist of: (i) up to 3,810,000 subscription receipts of the Company (the "Subscription Receipts”) at a price of C$1.050 per Subscription Receipt (the "Issue Price”); (ii) up to 2,575,000 tranche 1 flow-through subscription receipts of the Company (the "Tranche 1 FT Subscription Receipts”) at a price of C$1.943 per Tranche 1 FT Subscription Receipt; and (iii) up to 653,000 tranche 2 flow-through subscription receipts of the Company (the "Tranche 2 FT Subscription Receipts” and together with the Subscription Receipts and Tranche 1 FT Subscription Receipts, the "Offered Subscription Receipts”) at a price of C$1.533 per Tranche 2 FT Subscription Receipt.
Perseverance has granted the Agents an option to sell up to an additional C$1,500,000 in Offered Subscription Receipts, exercisable in whole or in part at any time up to 48 hours prior to the closing of the Offering.
Additionally, the Company intends to complete a concurrent non-brokered private placement of approximately C$500,000 in any combination of: (i) common shares of the Company ("Common Shares”) at the Issue Price, and (ii) Subscription Receipts at the Issue Price, on the same terms and conditions as the Offering.
Each Subscription Receipt, Tranche 1 FT Subscription Receipt, and Tranche 2 FT Subscription Receipt will be automatically exchanged upon satisfaction of the Escrow Release Conditions (as defined below), without payment of additional consideration, into one Common Share (an "Underlying Share”), one tranche 1 flow-through share of the Company (a "Tranche 1 FT Share”) and one tranche 2 flow-through share of the Company (a "Tranche 2 FT Share”), respectively. Each Tranche 1 FT Share will qualify as a "flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act”) and section 359.1 of the Taxation Act (Québec) (the "Québec Tax Act”). Each Tranche 2 FT Share will qualify as a "flow-through share” within the meaning of subsection 66(15) of the Tax Act and as an "Ontario focused flow-through share” within the meaning of subsection 103(7) of the Taxation Act, 2007 (Ontario) (the "Ontario Tax Act”).
Subsequent to the Offering, the Company will pursue a direct listing (the "Listing”) of the Common Shares, including any such shares underlying the Offered Subscription Receipts and the Compensation Options (as defined below), on the TSX Venture Exchange (the "Exchange”), subject to certain terms and conditions and all necessary regulatory and stock exchange approvals.
The Company will prepare and file with the British Columbia Securities Commission (the "BCSC”), in its capacity as principal regulator under Multilateral Instrument 11-102 - Passport System, and with each of the securities regulatory authorities in each of the Provinces of Canada a final long-form prospectus (the "Qualification Prospectus”) in the English and French languages qualifying: (i) the distribution of the Underlying Shares, the Tranche 1 FT Shares and the Tranche 2 FT Shares upon the deemed exercise and automatic exchange of the Subscription Receipts, the Tranche 1 FT Subscription Receipts and the Tranche 2 FT Subscription Receipts, respectively; and (ii) the issuance of the Compensation Options, in compliance with the applicable requirements of National Instrument 41-101 - General Prospectus Requirements ("NI 41-101”) using the long-form prospectus distribution system as provided in NI 41-101.
The gross proceeds of the Offering, less: (i) 50% of the Cash Fee (as defined below); (ii) other Agents' costs, and (iii) the expenses of the Agents incurred in connection with the Offering will be held in escrow by a licensed Canadian trust company or other escrow agent (the "Escrow Agent”) pending satisfaction of the Escrow Release Conditions. In the event that the Escrow Release Conditions are not satisfied by February 28, 2025, the gross proceeds derived from the sale of the Offered Subscription Receipts will be returned to the holders of the Offered Subscription Receipts and the Offered Subscription Receipts shall be cancelled.
The "Escrow Release Conditions” include:
- the issuance of a receipt for the final Qualification Prospectus has been issued by the BCSC;
- receipt of conditional approval by the Exchange for the Listing of the Common Shares, including any Underlying Shares, Tranche 1 FT Shares, Tranche 2 FT Shares and any Common Shares underlying the Compensation Options, subject only to the satisfaction of standard listing conditions;
- the receipt by the Escrow Agent of a notice from the Agents confirming that the Agents are in a position to execute settlement in connection with the Tranche 1 FT Shares and the Tranche 2 FT Shares; and
- certain other conditions as agreed to between the Company and the Agents.
The gross proceeds from the sale of Tranche 2 FT Subscription Receipts will be used by the Company to incur eligible "Canadian exploration expenses” that will qualify as "flow-through critical mineral mining expenditures” as such terms are defined in the Tax Act and "Ontario flow-through critical mineral mining expenditures” (as defined in subsection 103(4.1) of the Ontario Tax Act) (together with the Tranche 1 Qualifying Expenditures, the "Qualifying Expenditures”) related to the Company's projects in Ontario, Canada on or before December 31, 2026.
All Qualifying Expenditures will be renounced in favour of the subscribers of the Tranche 1 FT Subscription Receipts and Tranche 2 FT Subscription Receipts effective on or before December 31, 2025. The proceeds of the sale of Subscription Receipts are expected to be used to fund exploration and other expenses relating to the Company's projects in Canada and the USA, and for general working capital and corporate purposes.
In consideration for their services in connection with the Offering, the Company has agreed to pay the Agents a cash fee (the "Cash Fee”) equal to 7.0% of the gross proceeds from the sale of the Offered Subscription Receipts. 50% of the Cash Fee will be paid to the Agents on the closing date of the Offering and the remaining 50% of the Cash Fee will be deposited in escrow. As additional consideration for the services of the Agents, the Agents will be granted subscription receipt compensation options of the Company (the "SR Compensation Options”) equal to 7.0% of the number of Offered Subscription Receipts sold in the Offering. Each SR Compensation Option shall, upon satisfaction of the Escrow Release Conditions, be automatically exchanged for one compensation option of the Company (the "Compensation Options”). Each Compensation Option shall be exercisable to acquire one Common Share at the Issue Price for a period of 24 months. Notwithstanding the foregoing, the Cash Fee will be reduced to 2.0% and the number of Compensation Options will be reduced to nil on sales and proceeds of up to an aggregate amount of C$2,500,000 from purchasers directly arranged by Perseverance through a president's list.
The Offering is subject to the receipt of all required regulatory approvals, including the approval of the Exchange and is expected to close on or about the week of December 16, 2024 or such other date as may be agreed to by the Company and the Agents.
All of the securities issuable in connection with the Offering will be subject to the private company "indefinite” hold period set out in National Instrument 45-102 - Resale of Securities ("NI 45-102”). Upon satisfaction of the Escrow Release Conditions and the exchange of the Offered Subscription Receipts, the Underlying Shares, the Tranche 1 FT Shares, the Tranche 2 FT Shares and the Compensation Options will be qualified by the Qualification Prospectus and shall not be subject to any hold period set out in NI 45-102.
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.
Qualified Person
Michael J. Tucker P.Geo., CEO and Director of Perseverance Metals, a Qualified Person as defined in National Instrument 43-101, has reviewed, verified, and approved the scientific and technical information in this news release pertaining to properties in Ontario and Michigan.
Hugues Guérin-Tremblay, P.Geo., OGQ #1584 of Laurentia Exploration, and a Qualified Person as defined in National Instrument 43-101, has reviewed, verified, and approved the scientific and technical information in this news release pertaining to properties in the province of Québec.
About Perseverance Metals
Perseverance Metals is pioneering a North American critical minerals exploration company with a carefully curated, growing portfolio of high-grade nickel-copper-PGE projects in Québec, Michigan, and Ontario. Perseverance has assembled an experienced board of directors, management, and technical teams, and a "hands on” advisory board with mining and capital markets skillsets encompassing greenfield nickel exploration through globally significant nickel discoveries, mine development, and production.
Perseverance was created to identify, acquire, and explore high quality critical mineral assets - with a particular focus on high-grade magmatic nickel-copper-PGE sulphide projects - in pursuit of discoveries that will achieve critical mass size and grade to advance, and ultimately attract acquisition.
Perseverance's mineral projects include the Lac Gayot nickel-copper-PGE project, which covers the entirety of the very high-grade Venus Greenstone Belt in Québec, and boasts 13 high-grade nickel surface showings throughout the belt; the Voyageur nickel-copper-PGE project which covers 680 km2 of the Upper Peninsula in Michigan, 70 km west of the only producing nickel mine in the United States, and the Armit Lake nickel-copper-cobalt project, which is the consolidated and sparsely explored western half of the nickel and gold-rich Savant Lake Greenstone Belt in Ontario.
The execution of Perseverance's strategy provides investors with exposure to multiple discovery opportunities in some of the most highly sought-after mineral deposits of the modern world.
Additional information about Perseverance Metals can be found at www.perseverancemetals.com.
On Behalf of the Board,
Michael J. Tucker
CEO and Director
FOR FURTHER INFORMATION PLEASE CONTACT:
| Perseverance Metals Inc. Michael J. Tucker, CEO +1 (778) 834-3528 | Perseverance Metals Inc. John Foulkes, President +1 (604) 614-2999 |
This news release contains "forward-looking statements” within the meaning of Canadian securities legislation. Such forward looking statements concern, without limitation, the intended use of proceeds of the Offering and the benefits therefrom, the renunciation of Qualifying Expenditures, the Company's intention to conduct a non-brokered private placement of Common Shares and/or Subscription Receipts, the Company's intention to pursue a direct listing of the Common Shares on the Exchange, the anticipated closing date of the Offering and the Company's operational strategy and mineral exploration goals. Such forward-looking statements or information are based on a number of assumptions which may prove to be incorrect. Assumptions have been made regarding, among other things: conditions in general economic and financial markets; timing and amount of capital expenditures; timing and amount of Qualifying Expenditures incurred; the Offering and non-brokered private placement completing on the terms described in this news release; the use of proceeds from the Offering; the Listing; the anticipated closing date of the Offering and approvals from regulatory authorities and effects of regulation by governmental agencies. The actual results could differ materially from those anticipated in these forward looking statements as a result of risk factors including, but not limited to: the availability of funds; the timing and content of work programs; results of exploration activities of mineral properties; the interpretation of drilling results and other geological data; general market and industry conditions; that the Offering and non-brokered private placement will not complete on the terms described in this news release, if at all; that the proceeds from the Offering will not allow the Company to ramp up exploration efforts or thoroughly test high priority targets that have the potential to reshape the Company; that the Company will not pursue the Listing; that the closing of the Offering will not occur on the timeline currently expected by management, if at all and failure to incur Qualifying Expenditures. Forward-looking statements are based on the expectations and opinions of the Company's management on the date the statements are made. The assumptions used in the preparation of such statements, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made. The Company undertakes no obligation to update or revise any forward-looking statements included in this news release if these beliefs, estimates and opinions or other circumstances should change, except as otherwise required by applicable law.
