Full Metal Minerals Provides Updates on Financing, Approval of Shares for Debt Transaction and Extension of Option Agreement
February 18, 2021 (FMM 2021 NR #1)
Full Metal Minerals Provides Updates on Financing, Approval of Shares for Debt Transaction and Extension of Option Agreement
Vancouver, BC – February 18, 2021 – Full Metal Minerals Ltd. (FMM-TSX:V) (“Full Metal” or the “Company”) announces that, further to its press releases disseminated on April 20, 2018, October 8, 2020 and December 24, 2020, it intends to proceed with its previously announced non-brokered private placement to provide for a maximum offering of up to 23,125,000 common shares at a price of C$0.08 per share for gross proceeds of up to $1,850,000 (the “Financing”).
As disclosed in the Company’s news release dated October 8, 2020, the Financing was to provide for the issuance of up to 15,625,000 common shares in the capital of the Company for gross proceeds of up to $1,250,000. The Company subsequently requested TSX Venture Exchange (“TSXV”) approval to increase the Financing to provide for the issuance of up to 20,000,000 common shares in the capital of the Company for gross proceeds of up to $1,600,000. On December 24, 2020, the Company requested TSXV approval to further increase the Financing to provide for the issuance of an additional 3,125,000 common shares in the capital of the Company for additional proceeds of up to $250,000.
The Financing will be completed in two tranches: (i) a first tranche of up to 20,000,000 common shares in the capital of the Company for proceeds of up to $1,600,000 (the “First Tranche”); and (ii) a second tranche of up to 3,125,000 common shares in the capital of the Company for proceeds of up to $250,000 (the “Second Tranche”).
Approval of Shares for Debt Transaction
As disclosed in the Company’s press release dated December 24, 2020, the Company intends to settle certain outstanding accounts payable and contingent liabilities in the aggregate amount of $2,404,522.37 owing to certain creditors through the issuance of up to 30,056,528 common shares of the Company at a deemed price of $0.08 per common share (the "Shares for Debt Transaction”).
The Shares for Debt Transaction remains subject to TSXV and disinterested shareholder approval, with such disinterested shareholder approval to be obtained by way of written shareholder consents. The record date for establishing the shareholders entitled to vote on the Shares for Debt Transaction will be set immediately after the close of the First Tranche. Any shares purchased pursuant to the Second Tranche (the "Additional Shares") will be excluded from voting on the Shares for Debt Transaction. For greater clarity, such Additional Shares will also be excluded from the total number of issued and outstanding common shares to -2-
be included in denominator for the purposes of calculating the percentage of shares voting in favour of the Shares for Debt Transaction.
The terms of the Shares for Debt Transaction otherwise remain unchanged from those terms disclosed in the Company’s press release dated December 24, 2020.
Option to Earn 60% Interest in Olivine Mountain Project
As previously announced, the Company has entered into an option agreement (the “Option Agreement”) with GSP Resource Corp. (“GSPR”), pursuant to which the Company acquired the option (the “Option”) to earn a 60% interest in GSPR’s Olivine Mountain property (the “Property”) in the Similkameen Mining Division, British Columbia (see the Company’s press releases dated February 26, 2020, July 31, 2020, October 8, 2020 and December 24, 2020). The Company has entered into a fourth amending agreement dated February 1, 2021 with GSPR which provides for: (i) the increase to the cash payments payable to GSPR from $510,000 to $515,000 (increased from $85,000 to $90,000 in the first 12 months subsequent to the date (the “Acceptance Date”) upon which the Option Agreement and the transactions contemplated thereunder are accepted by the TSXV); (ii) an extension to the term of the Option Agreement, pursuant to which the Option Agreement will expire if the Acceptance Date does not occur by March 15, 2021; and
(iii) the Company agreeing to pay all fees and disbursements of GSPR’s legal counsel incurred between February 1, 2021 and March 15, 2021 in connection with the Option Agreement and the transactions contemplated therein. The Option Agreement is subject to acceptance by the TSXV and completion of the Financing.
The Company intends to complete the transactions contemplated in this press release approximately concurrently.
ON BEHALF OF THE BOARD OF DIRECTORS
“Peter Voulgaris”
Peter Voulgaris President/CEO and Director
For more information please contact:
Peter Voulgaris 604-484-7855
Suite 1500, 409 Granville Street, Vancouver, BC V6C 1T2 Telephone: 604-484-7855 Fax: 604-484-7155 Email [email protected] www.fullmetalminerals.com
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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Cautionary Note Regarding Forward-Looking Statements: This press release includes certain forward-looking statements and forward-looking information (together, “forward-looking statements”). All statements other than statements of historical fact included in this release, including, without limitation, statements regarding, the Financing, the Option Agreement, the Shares for Debt Transaction and other future plans and objectives of the Company are forward-looking statements. There can be no assurance that such statements will prove to be accurate and actual results and future events may vary from those anticipated in such statements. Important risk factors that could cause actual results to differ materially from the Company's plans or expectations include failure to close the Financing, a failure to obtain TSXV approval of the Financing, the Option Agreement or the Shares for Debt Transaction, failure to obtain disinterested shareholder approval of the Shares for Debt Transaction, failure to raise sufficient funds on the proposed terms or at all and failure to exercise the Option. The forward-looking statements in this press release were developed based on the assumptions and expectations of management, including that TSXV acceptance for the Financing, the Option Agreement and the Shares for Debt Transaction will be obtained, disinterested shareholder will be obtained for the Shares for Debt Transaction, the required fundraising will be completed, the Option will be exercised and the other assumptions disclosed in this press release and that the risks described above will not materialize. There can be no assurance that the Financing or the exercise of the Option will complete. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as otherwise required by applicable securities legislation.
This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction, including the United States. The securities referenced in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, a “U.S. person,” as such term is defined in Regulation S under the U.S. Securities Act, unless an exemption from such registration requirements is available.