11:55:56 EDT Tue 16 Apr 2024
Enter Symbol
or Name
USA
CA



Mediterranean Resources Ltd
Symbol MNR
Shares Issued 142,191,328
Close 2014-08-20 C$ 0.015
Market Cap C$ 2,132,870
Recent Sedar Documents

Mediterranean arranges up to $1.5-million placement

2014-08-21 09:40 ET - News Release

Mr. Robert Abenante reports

MEDITERRANEAN RESOURCES ANNOUNCES NON-BROKERED PRIVATE PLACEMENT AND PROVIDES CORPORATE UPDATE

Mediterranean Resources Ltd. has arranged a non-brokered private placement and provided a corporate update.

Private placement

The company is pleased to announce that, subject to regulatory approval, it intends to complete a non-brokered private placement financing of units of the company at a price of five cents per unit to raise gross proceeds of between $1-million and $1.5-million. The company intends to issue between 20 million units and 30 million units pursuant to the financing. Each unit will consist of one common share of the company and one non-transferable share purchase warrant. Each warrant will entitle the holder to purchase one additional share at a price of five cents per share for a period of three years from the closing of the financing.

The company expects that the proceeds from the financing will be used to secure applicable operating and environmental permits, to commence exploration and geotechnical drilling programs at the company's Tac and Corak, and adjacent properties, and for general working capital purposes. Finders' fees may be payable in connection with the financing in accordance with applicable regulatory policies.

Corporate update

Cease trade order revocations

On May 2, 2014, the British Columbia Securities Commission (BCSC) issued a cease trade order (CTO) against the company. On May 14, 2014, the Manitoba Securities Commission (MSC) issued a CTO against the company. On May 20, 2014, the Ontario Securities Commission (OSC) issued a CTO against the company. The CTOs were issued in connection with the company's failure to file its financial statements, management's discussion and analysis, annual information form, and related certifications for the year ended Dec. 31, 2013, by the filing deadline.

Since the appointment of new management at the company's special meeting of shareholders held on May 23, 2014, the company has been working with the commissions to rectify the several past disclosure issues identified by the commissions. The company is pleased to report that the CTOs were revoked by the commissions on June 3, 2014, June 4, 2014, and Aug. 1, 2014, respectively.

Continuous and technical disclosure reviews

On June 30, 2014, the BCSC informed the company that it had been selected for a continuous disclosure review. On July 4, 2014, the BCSC further informed the company that it had also been selected for a technical disclosure review. The results of the disclosure reviews indicated several historical instances of non-compliant disclosure, including the company's technical report dated June 14, 2011, entitled, "Preliminary Economic Assessment on the Tac and Corak Deposits." Management worked with the technical department of the BCSC to remedy all non-compliant disclosure pertaining to the National Instrument 43-101 report, and on July 31, 2014, the company refiled an amended NI 43-101 report. Management also worked with other departments within the BCSC, and the company has now refiled several continuous disclosure documents on SEDAR. All amended documentation and additional documentation can be found under the company's profile on SEDAR.

Development on the concessions

The company is pleased to report that management has now stabilized its operations in Turkey after a prolonged period of tremendous turmoil with its employees and contractors, and the Turkish partner, which various concerns were detailed in the April 29, 2014, news release. Management has been successful in regaining the trust of both the Turkish staff and the company's Turkish partner, which, together with the company's management, have developed an 18-month work program for the Tac and Corak concessions, intended to ensure all tenements remain in good standing and commence further development on the assets. The company expects that funds for the concession plan will be partially provided by the proceeds of the financing. Further details with respect to the concession plan will be discussed in future news releases.

Changes in management

The company is pleased to announce the appointment of Brigitte McArthur, who replaces Cheryl Harpestad as the company's corporate secretary. Ms. McArthur brings a tremendous wealth of experience to the company.

Application for migration to the TSX Venture Exchange

The company has applied to the TSX Venture Exchange to migrate the listing of the shares to the TSX-V from the Toronto Stock Exchange. The shares are currently scheduled to be delisted from the TSX on Aug. 22, 2014. The company has requested a further extension from the TSX with respect to the delisting of the shares from the TSX in order to allow time for the TSX-V listing to be completed. The following is a summary of the company's progress related to the application for the TSX-V listing:

  • On March 21, 2014, the TSX announced that the company had several non-compliance issues. The company was given 60 days to rectify all compliance issues. After failing to meet the 60-day deadline of May 20, 2014, the TSX announced it would delist the company at the close of business on June 16, 2014.
  • Following the May 23 meeting, management proposed a plan to the TSX to rectify all past non-compliance issues in order to return the company to good standing. This plan included: the completion of necessary filings, completing the work necessary to effect the revocation of the CTOs, the completion of the financing and the completion of the TSX-V listing. The TSX granted an initial delisting extension to June 19, 2014, and then a further delisting extension to July 17, 2014. The company continued to show signs of progress with the CTO revocations and the disclosure reviews, and was granted an additional extension to Aug. 1, 2014.
  • Following the completion of the disclosure reviews, and after receiving the final CTO revocation from the OSC, the TSX granted the company an additional delisting extension to Aug. 22, 2014, and lifted its trading suspension to allow the shares to begin trading again on Aug. 5, 2014.
  • On Aug. 12, 2014, the company received conditional approval from the TSX-V to migrate its listing from the TSX to the TSX-V as a Tier 1 mining issuer and to complete the financing announced in this news release.
  • The company is pleased to report that it has, to date, received subscriptions for $1.25-million in connection with the financing announced in this news release. The closing of the financing is expected to satisfy the final condition required to be met in order for the company to obtain the TSX-V listing. The company intends to seek a final delisting extension from the TSX in order to permit the company time to close the financing. The company has not yet set a closing date for the financing but intends to close as soon as practicable.

Next steps

The CTO revocations and the successful completion of the disclosure reviews mark significant milestones in the company's pursuit to return to good standing since the May 23 meeting. Although a further delisting extension from the TSX would allow additional time for the company to complete its migration to the TSX-V, there are no assurances that the delisting extension will be granted or that the TSX-V listing will be obtained before the company has received a decision with respect to the delisting extension application. In the event a further delisting extension is not granted, the company intends to remain committed to closing the financing and completing the TSX-V listing.

We seek Safe Harbor.

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