Ms. Melanie Ross reports
TEMPUS COMPLETES PRIVATE PLACEMENT AND AUSTRALIAN ENTITLEMENT OFFER RAISING A$4.9M
Tempus Resources Ltd. has completed the previously announced non-brokered private placement and pro rata non-renounceable entitlement offer, raising total gross proceeds of approximately $4.9-million (Australian).
The private placement
On Aug. 4, 2022, the company closed 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.
The placement shares have been issued under the company's existing private placement capacity under Australian Securities Exchange Listing Rule 7.1. The placement shares rank equally with existing fully paid ordinary shares of the company.
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. The placement options are intended to be listed on the ASX and commence trading on Sept. 30, 2022, subject to the company obtaining shareholder approval of their issue at its upcoming general meeting.
The entitlement offer
On Aug. 29, 2022, the company closed its pro rata non-renounceable entitlement offer to Australian and New Zealand domiciled shareholders of one fully paid ordinary share for every two shares held at an issue price of five Australian cents per share, together with one free attaching option for every new share issued, raising approximately $3.9-million (Australian). The entitlement options entitle the holder to purchase one ordinary share at an exercise price of 7.5 Australian cents for a period of 36 months from the date of issue.
The entitlement offer was strongly supported by eligible shareholders who applied for 38,148,166 shares, raising gross proceeds of $1,907,408 (Australian). Eligible shareholders who applied for their full entitlement under the entitlement offer were also able to apply for new shares in excess of their entitlement, through the shortfall offer, which closed on Sept. 6, 2022. Subscribers to the shortfall offer applied for 39,817,561 new shares, raising gross proceeds of $1,990,878 (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 entitlement shares have been issued pursuant to a disclosure document issued under Section 713 of the Corporations Act 2001 (Cth). The pricing and terms of the entitlement 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 entitlement options commended trading on the ASX on Sept. 5 under the ticker code TMRO.
The entitlement offer was partially underwritten by Alexander Molyneux, a director of the company, for the amount of $125,000 (Australian). Accordingly, the underwriter was issued 2.5 million new shares (with 2.5 million entitlement options) of the 39,817,561 shares (and resulting entitlement options) under the shortfall under the entitlement offer in accordance with the underwriting arrangement summarized in Section 6.5 of the company's prospectus dated Aug. 5, 2022. Non-executive director Melanie Ross has also taken up her entitlements under the entitlement offer.
Insiders of the company were issued a total of 2.68 million shares and 2.68 million entitlement options. Ms. Ross, a director of the company, was issued 180,000 shares and 180,000 entitlement options under the entitlement offer, and Mr. Molyneux, a director of the company, was issued 2.5 million shares and 2.5 million entitlement options in accordance with the underwriting arrangement. Such participation is considered a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The related party participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the interested parties, exceeded 25 per cent of the company's market capitalization.
Peloton Capital Pty. Ltd. and Aesir Capital Pty. Ltd. acted as joint lead managers for the private placement and entitlement offer. The company has paid total cash advisory/finders fees of $147,003 (Australian) plus 16 million compensation options (which are subject to disinterested shareholder approval as well as TSX Venture Exchange approval), which 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 the quotation of the compensation options on the ASX.
Use of proceeds
As set out in the entitlement issue prospectus dated Aug. 5, 2022, the company intends to use the proceeds from the private placement and the entitlement offer toward exploration activities at the company's projects in Canada and Ecuador as well as for general working capital purposes.
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 southeast 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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