Mr. David Brett reports
PACIFIC BAY FINANCING, SHARES FOR DEBT, SHARE CONSOLIDATION
Pacific Bay Minerals Ltd. intends to proceed with a consolidation of its share capital on a 1:5 basis. The consolidation was approved by shareholders of the company at its recently completed annual general meeting. Concurrently with the consolidation, the company plans to issue 6,088,588 postconsolidation common shares in settlement of $608,858 in debt at a deemed postconsolidation price of 10 cents per share (all prices in this release are on a postconsolidation basis), and raise up to $500,000 through non-brokered private placements of two million flow-through units at 15 cents per unit and two million non-flow-through units at 10 cents per unit. The flow-through units will consist of one common share and one full warrant to purchase an additional non-flow-through common share at 25 cents per share for a period of one year. The non-flow-through units will consist of one common share and one full warrant to purchase an additional non-flow-through common share at 20 cents for a period of one year. All of the foregoing transactions are subject to the approval of the TSX Venture Exchange.
The company plans to pay finders' fees on all or part of the offering. Proceeds from the issuance of the flow-through units will be used to explore the company's Haskins-Reed Polymetalic property near Cassiar in Northern British Columbia and its other British Columbia mineral properties. Proceeds of the non-flow-through units will be used for general working capital purposes.
The offering will be available to existing securityholders of the company utilizing British Columbia Instrument 45-534, Exemption from Prospectus Requirements for Certain Trades to Existing Securityholders, and other provincial equivalents. The company will make the offering available to all shareholders of the company as of Sept. 12, 2018, who are eligible to participate under the existing securityholder exemptions and who have notified the company of their intention to participate in the offering. The existing securityholder exemptions limit a shareholder to a maximum investment of $15,000 unless the shareholder certifies in the subscription agreement that he or she has obtained advice regarding the suitability of the investment from a registered investment dealer or otherwise qualifies to rely on another private placement exemption.
In the subscription agreement, shareholders will be required to certify that, on or before the record date, they acquired and held, common shares of the company. Each existing shareholder on the record date will be entitled to purchase flow-through units and/or non-flow-through units which will be allocated by the company on a first-come, first-served basis such that it is possible that a subscription received from a shareholder may not be accepted by the company if the offering is oversubscribed. Any person who becomes a shareholder of the company after the record date shall not be entitled to participate in the offering under the existing securityholder exemptions. There is no minimum size of the offering.
Currently, a total of 36,811,824 common shares of the company are issued and outstanding, and, after the consolidation, the company will have 7,362,364 issued and outstanding common shares. The company expects that it will obtain a new Cusip number for the company's shares; however, the company's current name and trading symbol will remain unchanged. The company will provide further information regarding the effective date of the consolidation in the near future.
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