Millrock Announces Bought Deal and Concurrent Non-Brokered Private Placements
Not for distribution to United States newswire services or for dissemination in the United States.
VANCOUVER, British Columbia, Feb. 23, 2021 (GLOBE NEWSWIRE) -- Millrock Resources Inc. (TSX-V: MRO) ("Millrock" or the “Company") announces that it has entered into an underwriting agreement with Redplug Inc. (“REDPLUG”) pursuant to which REDPLUG has agreed to purchase, on a bought deal private placement basis, 18,000,000 units of the Company (“Units”) at a price of $0.085 per Unit (the “Offering Price”) for aggregate gross proceeds of $1,530,000 (the “Bought Deal”), of which REDPLUG has deposited $1,275,000 in trust with Millrock.
REDPLUG has also been granted an option, exercisable in whole or in part any time up to 48 hours prior to the closing date of the Bought Deal, to purchase for resale up to an additional 4,500,000 Units at the Offering Price, for aggregate gross proceeds to the Company of $382,500 in the event REDPLUG exercises this option in full.
The Company also intends to undertake, concurrently with the Bought Deal, a non-brokered private placement of up to 6,000,000 Units for additional aggregate gross proceeds of $510,000 on the same terms as the Bought Deal (the “Concurrent Non-Brokered Placement”). There is no minimum offering size for the Concurrent Non-Brokered Placement but the minimum subscription amount is 60,000 Units ($5,100).
Each Unit will consist of one common share of the Company and one common share purchase warrant (the “Unit Warrants”). Each Unit Warrant will entitle the holder to purchase one additional common share of the Company at a price of $0.1275 per share for two years from the date of issuance.
It is the intention of the Company to provide an opportunity to existing, eligible Millrock shareholders to participate in the Concurrent Non-Brokered Placement. Non-accredited investors will be welcome to participate through use of the existing shareholder exemption provided in British Columbia Instrument 45-534 and similar exemptions in other jurisdictions of Canada to the extent available (the “Existing Shareholder Exemption”). This exemption is not available to a shareholder who is a U.S. Person (as defined in Regulation S promulgated under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)). This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Units or underlying securities (collectively, the “Offered Securities”) in any state in which such offer, solicitation or sale would be unlawful. The Offered Securities have not been registered under the U.S. Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.