Melior Announces Price Reservation for Financing
TORONTO, ONTARIO--(Marketwired - Jan. 5, 2018) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Melior Resources Inc. (TSX VENTURE:MLR) ("Melior" or the "Company") is pleased to announce that it submitted a Price Reservation Form (Form 4A) with the TSX-Venture Exchange (the "Exchange") on December 6, 2017. This Price Reservation Form reserved an offering price of $0.08, representing a 25% discount to the Market Price (as defined in Exchange Policy 1.1 - Interpretation) of Melior's common shares on market close December 5, 2017. In connection therewith, Melior today announced that it intends to complete a non-brokered private placement offering (the "Offering") for up to 62,500,000 units (each, a "Unit") at a price of $0.08 per Unit ("Unit Price") for aggregate gross proceeds of up to $5,000,000. Each Unit shall be comprised of one common share in the capital of the Company (each, a "Common Share") and one common share purchase warrant to acquire a Common Share (each, a "Warrant"). Each Warrant shall have a term of two years and entitle the holder to purchase one additional Common Share upon payment of an exercise price of $0.105. The Offering is expected to close on or before January 24, 2018.
The proceeds from the Offering will be used primarily for the purposes of re-starting operations at the Goondicum ilmenite mine. All of the securities issued pursuant to the Offering will be subject to a statutory 4-month plus one day hold period from the date of issuance. The Offering remains subject to Exchange approval.
Melior is the owner and operator of the Goondicum ilmenite mine, a past-producing ilmenite and apatite mine strategically located in Queensland Australia. Further details on Melior and the Goondicum ilmenite mine can be found at www.meliorresources.com and regulatory filings are available on SEDAR.
Melior is incorporated under the provisions of the Business Corporations Act (British Columbia) and has a registered office in Toronto, Ontario. Melior is classified as a Tier 1 Mining Issuer under the policies of the TSX Venture Exchange.
Forward Looking Statements Disclaimer
Statements made in this news release may be forward-looking and therefore subject to various risks and uncertainties. Such statements can typically be identified by terminology such as "may", "will", "could", "should", "expect", "plan", "anticipate", "believe", "intend", "possible", "continue", "objective" or other similar expressions concerning matters that are not historical facts. Certain material factors or assumptions are applied in making forward-looking statements and actual results may differ materially from those expressed or implied in such statements. Melior does not undertake to update any forward-looking statements; such statements speak only as at the date made.
U.S. Securities Law Disclaimer
No securities regulatory authority has either approved or disapproved of the contents of this press release. This press release is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia) or any other jurisdiction outside Canada. This press release does not constitute or form a part of any offer or solicitation to buy or sell any securities in the United States or any other jurisdiction outside of Canada. The securities offered pursuant to the Offering have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States and may not be offered or sold within the United States or to a U.S. person absent registration or pursuant to an available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. There will be no public offering of securities in the United States.
Going Concern Risk
As described in Melior's most recent MD&A, the continuing operations of the Company are dependent upon its ability to continue to raise adequate financing, to commence profitable operations in the future, and repay its liabilities arising from normal business operations as they become due. There remains a significant risk that the Company is unable to find alternative sources of financing for on-going working capital requirements. These material uncertainties cast significant doubt upon the Company's ability to continue as a going concern.
Failure to obtain sufficient financing could result in a delay or abandonment of the Goondicum ilmenite mine and could force the Company into reorganization, bankruptcy or insolvency proceedings. Additional financing may not be available when needed or, if available, the terms of such financing might not be favourable to the Company and might involve substantial dilution to existing shareholders. Failure to raise capital when needed would have a material adverse effect on the Company's ability to pursue its business strategy, and accordingly could negatively impact the Company's business, financial condition and results of operations.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Chief Executive Officer
+61 7 3233 6300