VANCOUVER, BC--(Marketwired - November 18, 2016) - Astar Minerals Ltd. (the "Company" or "Astar") (TSX VENTURE: TAR), is pleased to announce a non-brokered private placement financing of up to 10,000,000 units of the Company (the "Units") at a price of C$0.15 per Unit for gross proceeds of up to C$1,500,000 (the "Private Placement").
Each Unit will consist of one common share and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one additional common share of the Company (a "Warrant Share") at an exercise price of C$0.30 per Warrant Share for a period of 36 months from the closing date.
Proceeds of the Private Placement will be used for the search and investigation of new opportunities for the company, and for general working capital.
Certain insiders of the Company, including Astar's most significant shareholders, may acquire Units under the Private Placement. Any such participation would constitute a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Such participation, however, is exempt from the valuation and minority shareholder approval requirements of MI 61-101 based on the fact that neither the fair market value of the Private Placement, nor the consideration paid by such persons, exceeds 25% of the Company's market capitalization.
The closing date for the Private Placement is expected to occur in November 2016 or such other date as the Company may determine. A material change report in respect of the Private Placement will be filed in accordance with MI 61-101, but was not filed at least 21 days prior to the anticipated closing of the Private Placement as the terms of the transaction had not been established at that time.
The Private Placement is subject to TSX-Venture Exchange approval.
All securities issued in connection with the Private Placement will be subject to statutory hold periods expiring four months and one day from the date of issue.
ON BEHALF OF THE BOARD
Stephen Stanley, President and CEO
Certain information in this news release constitutes forward-looking statements under applicable securities law. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expect", "intend" and similar expressions. Forward-looking statements in this news release include, but are not limited to, statements relating to the Company's intention to complete, and the terms of the Private Placement, the expected closing date of the Private Placement and statements with respect to the use of proceeds from the Private Placement. Forward-looking statements necessarily involve known and unknown risks, including, without limitation, the Company's ability to implement its business strategies; risks associated with general economic conditions; adverse industry events; marketing and transportation costs; loss of markets; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; industry and government regulation; changes in legislation, income tax and regulatory matters; competition; currency and interest rate fluctuations; and other risks. Readers are cautioned that the foregoing list is not exhaustive.
Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this news release represent the expectations of the Company as of the date of this news release, and, accordingly, are subject to change after such date. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.