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Tempus Resources Ltd
Symbol TMRR
Shares Issued 98,744,613
Close 2022-07-26 C$ 0.055
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Tempus Resources financing raises $1.02M (Australian)

2022-07-27 12:06 ET - News Release

Mr. Jason Bahnsen reports

TEMPUS RAISES A$1M AND ANNOUNCES ENTITLEMENTS OFFER

Tempus Resources Ltd. has received firm commitments to complete a non-brokered private placement raising gross proceeds of approximately $1.02-million (Australian) and a non-renounceable entitlements offer exclusive to those shareholders of the company with a registered address on the company's share registry on the record date of Aug. 9, 2022, located in Australia and New Zealand.

The private placement

The company is pleased to announce it has received firm commitments to complete the private placement raising gross proceeds of approximately $1.02-million (Australian) through the issuance of 20,338,885 fully paid ordinary shares in the company at a price of five Australian cents per placement share, together with one new free attaching option for every placement share subscribed for and issued.

Commenting on the private placement, president and chief executive officer Jason Bahnsen said: "The funds will be used for further resource drilling with the aim of expanding the known mineralization at our Elizabeth-Blackdome gold project in British Columbia. We have already drilled 14 out of a planned 30 drill holes for the 2022 northern summer season, with assays pending. The 2022 drilling will be used to complete an updated JORC/NI 43-101 mineral resource estimate targeted for early 2023."

The placement shares will be issued on or about Aug. 3, 2022, under the company's existing private placement capacity under Australian Securities Exchange Listing Rules 7.1. The placement shares will rank equally with existing fully paid ordinary shares of the company. The issuance of the placement shares will be subject to approval by the TSX Venture Exchange.

The placement options are exercisable by the holder thereof to acquire one fully paid ordinary share of the company at price of 7.5 Australian cents on or before the date that is three years from their date of issue.

Peloton Capital Pty. Ltd. and Aesir Capital Pty. Ltd. acted as joint lead managers for the private placement and Australian entitlement offer. The private placement is non-brokered and the company has agreed to pay to the joint lead managers $122,033 (Australian) in advisory/finders fees plus 16 million unlisted compensation options which will entitle the holders thereof to acquire a fully paid ordinary share at a price of 7.5 Australian cents per fully paid ordinary share for a period of three years from the date of issuance.

The company intends to apply for quotation of the placement options on the ASX. The issuance of the placement options will require shareholder approval.

Australian entitlements offer

In addition, the company is also pleased to announce the Australian entitlements offer exclusive to those eligible shareholders. Pursuant to the Australian entitlements offer, eligible shareholders will be offered the opportunity to purchase, on a pro rata basis, one new fully paid ordinary share for every two fully paid ordinary shares held in the company as of the record date, at an issue price of five Australian cents per entitlement share, together with one new option for every entitlement share subscribed for and issued for gross proceeds of up to approximately $3.9-million (Australian).

The entitlement options are exercisable by the holder thereof to acquire a fully paid ordinary share of the company at price of 7.5 Australian cents on or before the date that is three years from their date of issue. The company intends to apply for quotation of the entitlement options on the Australian Securities Exchange.

The entitlement shares will be issued pursuant to a disclosure document issued under Section 713 of the Corporations Act 2001 (Cth). The pricing and terms of the Australian entitlements offer has been set so that the eligible shareholders can obtain new shares at the same price and terms as subscribers under the private placement.

The securities issuable pursuant to the Australian entitlements offer have been offered to eligible shareholders pursuant to the laws of Australia and the rules of the ASX. These Australian rules are, in many important respects, incompatible with the rules (including the published policies of the TSX-V) that govern a rights offering in Canada. Despite efforts to harmonize the Australian rules with the Canadian rules in order to enable the company to extend the Australian entitlements offer to persons that are not eligible shareholders (including shareholders of the company and others in Canada and elsewhere), the company has reluctantly accepted that the securities issuable pursuant to the Australian entitlements offer cannot be offered to Canadian shareholders. However, if the company determines that there is sufficient interest among Canadian shareholders in a private placement offering of shares and warrants in Canada, the company would be receptive to making such an offer to Canadian shareholders by way of a private placement conducted pursuant to the Canadian rules. Subject to the review and approval of TSX-V, the company expects that the commercial terms of any such offer would be essentially similar to those offered in the Australian entitlements offering.

Non-executive chairman Alexander Molyneux (or their associates/related parties) also intends to take up his eligible entitlements under the Australian entitlements offer. By virtue of being a director of the company, Mr. Molyneux's participation in the offering is deemed to be a related party transaction as defined under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The Australian entitlements offer is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to subsections 5.5(c) and 5.7(1)(a) of MI 61-101 as it was a distribution of securities for cash and neither the fair market value of the entitlement shares and entitlement options distributed to, nor the consideration received from, interested parties exceeded 25 per cent of the company's market capitalization.

About Tempus Resources Ltd.

Tempus Resources is a growth-orientated gold exploration company listed on the ASX, TSX-V and OTCQB stock exchanges. Tempus is actively exploring projects located in Canada and Ecuador. The flagship project for Tempus is the Blackdome-Elizabeth project, a high-grade gold past-producing project located in Southern British Columbia. Tempus is currently midway through a drill program at Blackdome-Elizabeth that will form the basis of an updated National Instrument 43-101/JORC resource estimate. The second key group of projects for Tempus are the Rio Zarza and Valle del Tigre projects located in southeastern Ecuador. The Rio Zarza project is located adjacent to Lundin Gold's Fruta del Norte project. The Valle del Tigre project is currently subject to a sampling program to develop anomalies identified through geophysical work.

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