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Turnberry Resources Ltd
Symbol TUR
Shares Issued 17,950,000
Close 2014-01-30 C$ 0.21
Market Cap C$ 3,769,500
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Turnberry closes RTO, $5-million private placement

2014-04-17 20:04 ET - News Release

Mr. Greg Smith reports

ANTHEM UNITED INC. (FORMERLY TURNBERRY RESOURCES LTD.) COMPLETES REVERSE TAKE-OVER AND $5 MILLION FINANCING

Anthem United Inc. (formerly Turnberry Resources Ltd.) has closed its previously announced reverse takeover transaction with a private company that was previously called Anthem United Inc. Pursuant to the RTO, the company acquired all of the issued and outstanding securities of Anthem United in exchange for the issuance of 25,000,002 common shares of the company and the issuance to certain of the shareholders of Anthem United of 5.25 million common share purchase warrants. In addition, the company also completed a concurrent private placement financing raising aggregate gross proceeds of approximately $5-million.

As part of the RTO, the company changed its name to Anthem United. The company anticipates that its common shares will commence trading on the TSX Venture Exchange on or about Tuesday, April 22, 2014, under the stock symbol AFY.

The principal asset of Anthem United is a 75-per-cent interest in a joint venture currently developing a 350-tonne-per-day custom gold milling operation in Peru. In addition to cash on hand and the proceeds of the private placement, Anthem United has received $5-million (U.S.) in committed financing to be provided to Anthem United pursuant to a gold sales agreement and subject to certain conditions, including permitting and construction milestones. Anthem United's partner in the joint venture is EMC Green Group SA, a private Peruvian company focused on the construction and operation of gold processing plants in Peru.

All of the shares and the consideration warrants issued as part of the RTO are subject to an escrow agreement among the company, Computershare Investor Services Inc. and certain securityholders of the company. In addition, convertible securities held by such securityholders are also subject to the escrow agreement. Such escrow securities shall be released from escrow on a retroactive basis on the company either obtaining the operating permit for the joint venture or graduating to the Toronto Stock Exchange. Once either of the conditions is achieved, a retroactive release of securities subject to escrow will occur and the remaining securities subject to escrow will be released in accordance with a standard Tier 2 value security release schedule.

Changes to the board of directors

Greg Smith, Daniel O'Flaherty, Marcel de Groot and Mark Backens have been appointed as directors of the company. Mr. Smith has been appointed the president and chief executive officer of the company, and Mr. O'Flaherty has been appointed executive vice-president. Kylie Dickson has also been appointed the chief financial officer of the company.

Private placement

The company also completed its previously announced private placement offering of 25,239,500 units at a price of 20 cents per unit for gross proceeds of $5,047,900.

Each unit comprises one common share and one-quarter of one common share purchase warrant. Each warrant will entitle the holder thereof to acquire one additional common share at a price of 35 cents for a period of five years following the date of the closing of the private placement. The common shares, warrants and any common shares issued upon the exercise of the warrants are subject to a four-month-and-one-day hold period.

A portion of the private placement was conducted on a non-brokered basis whereby 12,739,500 units were sold for gross proceeds of $2,547,900. The remaining portion of the private placement was conducted as a brokered private placement by Tempest Capital Corp. as agent, who sold 12.5 million units for gross proceeds of $2.5-million.

In connection with the brokered private placement, the company may be considered to be a "connected issuer" to Tempest Capital under applicable Canadian securities legislation. David De Witt, a former director and the CEO of the company, is a former shareholder of Tempest Capital.

Tempest Capital received a cash commission of $150,000, representing 6 per cent of the gross proceeds of the brokered private placement.

It is anticipated that the net proceeds from the private placement will be used by the company for general working capital, and to finance the joint venture for the construction and commissioning of the gold milling operation.

In connection with the RTO and pursuant to the company's stock option plan, the company granted incentive stock options to certain directors, officers and consultants of the company to purchase up to an aggregate of 960,000 common shares in the capital stock of the company. The options are exercisable at a price of 20 cents per common share, will expire on April 16, 2019, and will vest in four equal parts over two years after the grant. Options issued to directors and officers will be subject to the escrow agreement as described above.

The completion of the acquisition of Anthem United and the private placement are subject to certain conditions, including, but not limited to, final approval of the TSX Venture Exchange.

We seek Safe Harbor.

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