Adyton Resources Corporation Announces Private Placement

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES.

BRISBANE, Australia, Dec. 01, 2022 (GLOBE NEWSWIRE) -- Adyton Resources Corporation (TSX Venture: ADY) (“Adyton” or the “Company”) is pleased to announce that it intends to complete a non-brokered private placement (the “Offering”) of up to 20,000,000 common shares in the capital of the Company (the “Shares”) at a price of CDN$0.02 per Share for gross proceeds of up to CDN$400,000.

The Company intends to use the net proceeds of the Offering for working capital and general corporate purposes.

Mayur Resources Limited, a control person of the Company, and certain directors and officers of the Company are expected to participate in the Offering. Any participation in the Offering by such insiders will constitute a related party transaction under Multilateral Instrument 61–101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Offering will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the Shares issued to related parties nor the consideration for such Shares will exceed 25% of the Company’s market capitalization. A material change report will be filed in connection with the participation of any such insiders in the Offering less than 21 days in advance of the closing of the Offering, which the Company deems reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and to complete the Offering in an expeditious manner.

All the Shares issued pursuant to the Offering will be subject to a four-month restricted resale period under Canadian securities laws.

The Offering is expected to close by the end of December 2022, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.