Lomiko Metals Inc. Files Preliminary Short Form Prospectus for New Issue of Units and Flow-Through Units and Announces Concurrent Private Placement of Flow-Through Units
January 29, 2014 (Source: Marketwired) — NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
LOMIKO METALS INC. (TSX VENTURE:LMR)(PINKSHEETS:LMRMF)(FRANKFURT:DH8B) (Europe: ISIN: CA54163Q1028, WKN: A0Q9W7) (the “Company” or “Lomiko”) Lomiko Metals Inc. is pleased to announce that Lomiko has filed a preliminary short form prospectus in each of the provinces of Alberta, British Columbia and Ontario which qualifies the distribution (the “Public Offering”) of (i) a minimum of 6,818,182 units (the “Units”) and a maximum of 27,272,727 Units of the Company at a price of $0.11 per Unit, and (ii) a maximum of 7,692,308 flow-through units (the “Flow-Through Units”) of the Company at a price of $0.13 per Flow-Through Unit, for minimum total gross proceeds of $750,000 and maximum total gross proceeds of $4,000,000.
Each Unit consists of one common share of the Company (the “Common Shares”) and one-half of one common share purchase warrant (each whole warrant being a “Unit Warrant”). Each Flow-Through Unit consists of one Common Share to be issued on a “flow-through” basis within the meaning of the Income Tax Act (Canada) (each a “Flow-Through Share”) and one-half of one common share purchase warrant (each whole warrant being a “Flow-Through Unit Warrant”).
Each Unit Warrant will entitle the holder thereof to purchase one common share of the Company (the “Unit Warrant Shares”) at a price of $0.15 per Unit Warrant Share at at any time before the date that is 18 months following the closing date of the Public Offering. Each Flow-Through Unit Warrant will entitle the holder thereof to purchase one common share of the Company (the “Flow-Through Unit Warrant Shares”) at a price of $0.20 per Flow-Through Unit Warrant Share at at any time before the date that is 18 months following the closing date of the Public Offering.
The Public Offering will be conducted on a “best effort” agency basis through Secutor Capital Management Corporation (the “Agent”). The issue price of the Units and Flow-Through Units, and the exercise price of the warrants included in the Units and Flow-Through Units were determined by the Company and the Agent in the context of the market at the time of filing of the preliminary short form prospectus by the Company in respect of the Public Offering.
The Company will grant an over-allotment option to the Agent, exercisable for a period of 30 days following the closing of the Public Offering, in whole or in part, to purchase additional Units and Flow-Through Units in a maximum number equal to 15% of the number of Units and Flow-Through Units sold pursuant to the Public Offering. In connection with the Public Offering, the Company will pay the Agent a cash commission equal to 8% of the gross proceeds of the Public Offering and grant compensation options to the Agent entitling it to purchase that number of Common Shares of the Company equal to 6% of the aggregate number of Units and Flow-Through Units issued and sold under the Public Offering (including the over-allotment option) for a period of 18 months following the closing date of the Public Offering, at a price of $0.11 per Common Share.
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In conjunction with the Public Offering, the Company is also pleased to announce a concurrent non-brokered offering of up to 7,692,307 flow-through units (the “Private Placement Units”) for additional gross proceeds of 1,000,000$ (the “Private Placement”). The securities underlying the Private Placement Units will be issued on the same terms as the securities underlying the Flow-Through Units to be issued under the Public Offering. The Private Placement will be carried on a private placement basis pursuant to prospectus exemptions of applicable securities laws. The securities to be issued under the Private Placement will be subject to a four-month hold period from the closing date of the Private Placement. A finder’s fee in connection with the Private Placement is expected to be paid to an arm’s length third party of Lomiko. Lomiko will allocate the financing to subscribers found by Secutor Capital Management Corporation.
The net proceeds from the Public Offering and the Private Placement will be used by Lomiko primarily in connection with the exploration program on the Quatre-Milles East and West mineral properties (Quebec), for business development and for working capital and general corporate purposes.
Closing of the Public Offering and the Private Placement is expected to occur on or about February 11, 2014 and is subject to customary conditions and regulatory approval, including the approval of the TSX Venture Exchange.
The Units, the Flow-Through Units and the Private Placement Units have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and may not be offered, sold or delivered, directly or indirectly, within the United States, or to or for the account or benefit of U.S. persons unless the Units, the Flow-Through Units and the Private Placement Units are registered under the 1933 Act or pursuant to an applicable exemption from the registration requirements of the 1933 Act. This press release does not constitute an offer to sell, nor it is a solicitation of an offer of securities, nor shall there be any sale of securities in any state of the United States in which such offer, solicitation or sale would be unlawful.
On Behalf of the Board,
A. Paul Gill, CEO
Not for distribution to United States newswire services or for dissemination in the United States.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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