Full Metal Minerals (FMM-V) Updates On Financing, Approval Of Shares For Debt Transaction And Extension Of Option Agreement
Feb 18, '21 - NR
Further to its press releases disseminated on April 20, 2018, Oct. 8, 2020, and Dec. 24, 2020, Full Metal Minerals Ltd. intends to proceed with its previously announced non-brokered private placement to provide for a maximum offering of up to 23,125,000 common shares at a price of eight cents per share for gross proceeds of up to $1.85-million.
As disclosed in the Company's news release dated October 8, 2020, the Financing was to provide for the issuance of up to 15,625,000 common shares in the capital of the Company for gross proceeds of up to $1,250,000. The Company subsequently requested TSX Venture Exchange ("TSXV") approval to increase the Financing to provide for the issuance of up to 20,000,000 common shares in the capital of the Company for gross proceeds of up to $1,600,000. On December 24, 2020, the Company requested TSXV approval to further increase the Financing to provide for the issuance of an additional 3,125,000 common shares in the capital of the Company for additional proceeds of up to $250,000.
The Financing will be completed in two tranches: (i) a first tranche of up to 20,000,000 common shares in the capital of the Company for proceeds of up to $1,600,000 (the "First Tranche"); and (ii) a second tranche of up to 3,125,000 common shares in the capital of the Company for proceeds of up to $250,000 (the "Second Tranche").
Approval of Shares for Debt Transaction
As disclosed in the Company's press release dated December 24, 2020, the Company intends to settle certain outstanding accounts payable and contingent liabilities in the aggregate amount of $2,404,522.37 owing to certain creditors through the issuance of up to 30,056,528 common shares of the Company at a deemed price of $0.08 per common share (the "Shares for Debt Transaction").
The Shares for Debt Transaction remains subject to TSXV and disinterested shareholder approval, with such disinterested shareholder approval to be obtained by way of written shareholder consents. The record date for establishing the shareholders entitled to vote on the Shares for Debt Transaction will be set immediately after the close of the First Tranche. Any shares purchased pursuant to the Second Tranche (the "Additional Shares") will be excluded from voting on the Shares for Debt Transaction. For greater clarity, such Additional Shares will also be excluded from the total number of issued and outstanding common shares to be included in denominator for the purposes of calculating the percentage of shares voting in favour of the Shares for Debt Transaction.
The terms of the Shares for Debt Transaction otherwise remain unchanged from those terms disclosed in the Company's press release dated December 24, 2020.
Option to Earn 60% Interest in Olivine Mountain Project
As previously announced, the Company has entered into an option agreement (the "Option Agreement") with GSP Resource Corp. ("GSPR"), pursuant to which the Company acquired the option (the "Option") to earn a 60% interest in GSPR's Olivine Mountain property (the "Property") in the Similkameen Mining Division, British Columbia (see the Company's press releases dated February 26, 2020, July 31, 2020, October 8, 2020 and December 24, 2020). The Company has entered into a fourth amending agreement dated February 1, 2021 with GSPR which provides for: (i) the increase to the cash payments payable to GSPR from $510,000 to $515,000 (increased from $85,000 to $90,000 in the first 12 months subsequent to the date (the "Acceptance Date") upon which the Option Agreement and the transactions contemplated thereunder are accepted by the TSXV); (ii) an extension to the term of the Option Agreement, pursuant to which the Option Agreement will expire if the Acceptance Date does not occur by March 15, 2021; and (iii) the Company agreeing to pay all fees and disbursements of GSPR's legal counsel incurred between February 1, 2021 and March 15, 2021 in connection with the Option Agreement and the transactions contemplated therein. The Option Agreement is subject to acceptance by the TSXV and completion of the Financing.
The Company intends to complete the transactions contemplated in this press release approximately concurrently.
ON BEHALF OF THE BOARD OF DIRECTORS
“Peter Voulgaris”Peter Voulgaris
President/CEO and Director
For more information please contact:
Peter Voulgaris 604-484-7855
Suite 1500, 409 Granville Street,
Vancouver, BC
V6C 1T2
Telephone: 604-484-7855
Fax: 604-484-7155
Email info@fullmetalminerals.com
www.fullmetalminerals.com |
