PERTH, AUSTRALIA / ACCESSWIRE / April 6, 2022 / Tempus Resources Ltd ("Tempus" or the "Company") (ASX:TMR)(TSX.V:TMRR)(OTCQB:TMRFF) is pleased to announce that further to the non-brokered private placement previously announced on March 7, 2022, it has raised approximately C$718,000 (A$762,309) through the issue of 9,828,571 units of the Company (the "Units") at a price of C$0.07 per Unit, and 352,940 flow-through units of the Company (the "FT Units") at a price of $C0.085 per FT Unit (the "Offering"). Proceeds from the Offering will be used for expenditures on the Company's exploration projects and for general corporate purposes.
Commenting on the Offering, President and Chief Executive Officer, Jason Bahnsen, said: "We are currently completing a large soil sampling program at our Valle de Tigre Project in Ecuador and plan to resume drilling at our high-grade Canadian Elizabeth Gold Project within the next 6-8 weeks. This placement tops up our existing funds in advance of the start of our 2022 program at the Elizabeth Gold Project in BC."
The 2022 exploration program at Elizabeth is fully permitted and on schedule to commence by the end of Q2 2022. Tempus currently plans to complete 8,500 metres of drilling at Elizabeth, which will focus on expanding known high-grade gold mineralisation.
Each Unit consists of one common share of the Company (each, a "Share") and one half of one share
purchase warrant (each whole warrant, a "Warrant"). Each full Warrant is exercisable into one Share at a
price of C$0.11 per Share for a period of 24 months following the date of issue.
Each FT Unit consists of one Share to be issued on a "flowthrough share" basis within the meaning of the Income Tax Act (Canada) and one half of one Warrant. "Flowthrough shares" provides tax credits for investors for qualifying mining and exploration activities. The proceeds of these flowthrough shares will be used to incur eligible Canadian exploration expenses related to exploration of the Company's Blackdome-Elizabeth Gold Project in British Columbia, Canada.
Red Cloud Securities Inc. ("Red Cloud") acted as a finder on behalf of the Company under the Offering. As consideration, the Company paid Red Cloud a cash finder's fees of C$30,100 and issued to Red Cloud 424,706 broker warrants‎ ("Broker Warrants"). Each Broker Warrant is exercisable into one Share at a price of C$0.07 per Share for a period of 24 months following the date of issue.
Closing of the Offering is subject to customary closing conditions including, but not limited to, the receipt of applicable regulatory approvals, including the approval of the TSX Venture Exchange. The Shares will be subject to a hold period expiring four months and one day from their date of issuance. The Offering was completed utilising the Company's available capacity under ASX Listing Rule 7.1 1 (except for the issue of Shares and Warrants to Haywood as noted below).
Haywood Securities Inc. ("Haywood"), an entity associated with director Alexander Molyneux, intends to participate in the Offering on the same terms as unrelated participants in the Offering for a total of 1,285,714 Shares and 642,857 Warrants (the "Related Party Securities"). The issue of the Related Party Securities is subject to receipt of shareholder approval pursuant to ASX Listing Rule 10.11, which will be sought at an upcoming general meeting.
Certain subscribers under the Offering are insiders of the Company. Such participation is considered a related party ‎transaction within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security ‎Holders in Special Transactions ("MI 61-101"). The related party transaction will be exempt from ‎minority approval and valuation requirements pursuant to the exemptions contained in Section 5.5(a) ‎and 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities to be issued under the ‎Offering nor the consideration to be paid by insiders will exceed 25% of the Company's market ‎capitalization.‎
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or "U.S. persons," as such term is defined in Regulation S promulgated under the U.S. Securities Act, absent registration or an exemption from such registration requirements. 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 jurisdiction in which such offer, solicitation or sale would be unlawful.
This announcement has been authorised by the Board of Directors of Tempus Resources Ltd.
For further information:
TEMPUS RESOURCES LTD
Melanie Ross - Director/Company Secretary Phone: +61 8 6188 8181
About Tempus Resources Ltd
Tempus Resources Ltd ("Tempus") is a growth orientated gold exploration company listed on ASX ("TMR") and TSX.V ("TMRR") and OTCQB ("TMRFF") stock exchanges. Tempus is actively exploring projects located in Canada and Ecuador. The flagship project for Tempus is the Elizabeth-Blackdome Project, a high-grade gold past producing project located in Southern British Columbia. Tempus is currently midway through a drill program at Elizabeth-Blackdome that will form the basis of an updated NI43-101/JORC resource estimate. The second key group of projects for Tempus are the Rio Zarza and Valle del Tigre projects located in south east Ecuador. The Rio Zarza project is located adjacent to Lundin Gold's Fruta del Norte project. The Valle del Tigre project is currently subject to a sampling program to develop anomalies identified through geophysical work.
Forward-Looking Information and Statements
This press release contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company's beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of Tempus's control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur" or "will be achieved". The forward-looking information and forward-looking statements contained herein may include, but are not limited to, the use of the proceeds of the Offering, large soil sampling program at the Company's Valle de Tigre Project in Ecuador, the Company's plan to resume drilling at its high-grade Canadian Elizabeth Gold Project within the next 6-8 weeks‎, statements relating to the timing, scheduling and drill plans of the 2022 exploration program at its Elizabeth Gold Project, obtaining necessary regulatory consents and approvals, the ability of Tempus to successfully achieve business objectives, and expectations for other economic, business, and/or competitive factors. Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of Tempus to control or predict, that may cause Tempus' actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out herein and the other risks and uncertainties disclosed under the heading "Risk and Uncertainties" in the Company's Management's Discussion & Analysis for the quarter and half-year ended December 31, 2021 dated February 14, 2022 filed on SEDAR. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Tempus believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and Tempus does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws. All subsequent written and oral forward-looking information and statements attributable to Tempus or persons acting on its behalf are expressly qualified in its entirety by this notice.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE: Tempus Resources Ltd
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