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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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ORIGINAL: Tempus Raises A$1M and Announces Entitlements Offer

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

PERTH, AUSTRALIA / ACCESSWIRE / July, 27 2022 / Tempus Resources Ltd ("Tempus" or the "Company") (ASX:TMR)(TSX.V:TMRR)(OTCQB:TMRFF) is pleased to announce it has received firm commitments to complete a non-brokered private placement (the "Private Placement") raising gross proceeds of approximately A$1.02 million and a non-renounceable entitlements offer (the "Australian Entitlements Offer") exclusive to those ‎shareholders of the Company with a registered address on the Company's share registry on the record date ‎of August 9, 2022 (the "Record Date") located in Australia and New Zealand‎ (each, an "Eligible ‎Shareholder"). ‎

The Private Placement

The Company is pleased to announce it has received firm commitments to complete the Private Placement raising gross proceeds of approximately A$1.02 million‎ through the issuance of 20,338,885 fully paid ‎ordinary shares in the Company (the "Placement Shares") at a price of A$0.05 per Placement Share, together with one new free attaching option for every Placement Share subscribed for and issued (the "Placement Options").

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 mineralisation 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/NI43-101 Mineral Resource estimate targeted for early 2023."

The Placement Shares will be issued on or about August 3, 2022, under the Company's existing Private Placement capacity under Australian Securities Exchange (the "ASX") 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 "TSXV").

The Placement Options are exercisable by the holder thereof to acquire one (1) fully paid ordinary share of the Company at price of A$0.075 on or before the date that is three (3) years from their date of issue.

Peloton Capital Pty Ltd and Aesir Capital Pty Ltd acted as joint lead managers (the "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 A$122,033 in advisory / finders fees plus 16,000,000 unlisted compensation options which will entitle the holders thereof to acquire a fully paid ‎ordinary share at a price of A$0.075 per fully paid ‎ordinary share for a period of three (3) 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 (1) new fully paid ‎ordinary share for every two (2)fully paid ordinary shares (the "Entitlement Shares") held in the Company as of the Record Date, at an issue price of A$0.05 per Entitlement Share, together with one (1) new option for every Entitlement Share subscribed for and issued (the "Entitlement Options") for gross proceeds of up to approximately A$3.9 million.

The Entitlement Options are exercisable by the holder thereof to acquire a fully paid ordinary share of the Company at price of A$0.075 on or before the date that is three (3) years from their date of issue. The Company intends to apply for quotation of the Entitlement Options on the Australian Securities Exchange (the "ASX").

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 (collectively, the "Australian Rules"). These Australian Rules are, in many important respects, incompatible with the rules (including the published Policies of the TSXV) that govern a rights offering in Canada (the "Canadian Rules"). 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 "Canadian Shareholders"), 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 TSXV, 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, Alexander 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 ("MI 61-101"). 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% of the Company's market ‎capitalization.‎

INDICATIVE TIMETABLE
Table 1 below outlines the key dates for the Capital Raising.

Event

Date / Time

Announcement of Placement and Entitlement Offer to ASX

Wednesday, 27 July 2022

Anticipated Placement manual settlement date

Wednesday, 3 August 2022

Placement Shares expected to be quoted on ASX

Wednesday, 3 August 2022

Lodgement of Prospectus with ASIC and ASX

Thursday, 4 August 2022

Ex-date

Monday, 8 August 2022

Record date for determining Entitlements

Tuesday, 9 August 2022

Prospectus and Australian Entitlement Offer and Acceptance Form dispatched to Eligible Shareholders

Friday, 12 August 2022

Last day to extend Australian Entitlement Offer closing date

Tuesday, 23 August 2022

Australian Entitlement Offer Closing Date as at 5:00pm

Friday, 26 August 2022

Entity notifies ASX of Shortfall and announcement of results of issue

Wednesday, 31 August 2022

Issue date and lodgement of Appendix 2A with ASX applying for quotation of the Securities

Friday, 2 September 2022 (by 10am (WST))

Quotation of Securities issued under the Entitlements Offer

Friday, 2 September 2022

Table 1: indicative capital raise timing

Note: The above timetable is indicative only and subject to change. The Company reserves the right to amend any or all of these events, dates and times subject to the Corporations Act 2001 (Cth), the ASX Listing Rules and other applicable laws. All times and dates are in reference to Australian Western Standard Time (AWST). Entitlement Offer dates are indicative only and subject to ASX review.

This announcement has been authorised by the Board of Directors of Tempus Resources Ltd.

For further information:

TEMPUS RESOURCES LTD
Melanie Ross - Director/Company Secretary
Phone: +61 8 6188 8181

About Tempus Resources Ltd

Tempus Resources Ltd ("Tempus") is a growth orientated gold exploration company listed on ASX ("TMR") and TSX.V ("TMRR") and OTCQB ("TMRFF") 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 NI43-101/JORC resource estimate. The second key group of projects for Tempus are the Rio Zarza and Valle del Tigre projects located in south east 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.

Forward-Looking Information and Statements

This press release contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company's beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of Tempus's control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur" or "will be achieved". The forward-looking information and forward-looking statements contained herein may include, but are not limited to, the ability of Tempus to successfully achieve business objectives, and expectations for other economic, business, and/or competitive factors. Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of Tempus to control or predict, that may cause Tempus' actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out herein and the other risks and uncertainties disclosed under the heading "Risk and Uncertainties" in the Company's Management's Discussion & Analysis for the quarter and nine months ended March 31, 2022 dated May 16, 2022 filed on SEDAR. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Tempus believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements.

The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and Tempus does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws. All subsequent written and oral forward-looking information and statements attributable to Tempus or persons acting on its behalf are expressly qualified in its entirety by this notice.

Neither the ASX Exchange, the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE: Tempus Resources Ltd



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