MONTREAL, QUEBEC--(Marketwired - Feb. 5, 2014) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Freyja Resources Inc. (TSX VENTURE:FRA) ("Freyja" or the "Corporation") is pleased to announce that the Corporation has entered into a share exchange arrangement (the "Share Exchange") with Global Resources Investment Ltd. ("GRIT") pursuant to which Freya will acquire 564,366 ordinary shares of GRIT (the "GRIT Shares"), which are expected to be listed on the London Stock Exchange's main market in connection with GRIT's re-registration as a public company which will be constituted as a UK Investment Trust with the name "Global Resources Investment Trust Plc." in exchange for 6,000,000 common shares of Freyja (the "Common Shares"). The issue price of the Common Shares will be $0.17 per share and the issue price of the GRIT Shares will be £1.00 per share for an aggregate value of approximately $1,020,000.
In addition, Freyja intends to complete a private placement of up 850,000 units (the "Units") at a price of $0.17 per Unit (the "Offering"). Each Unit will be comprised of one common share in the capital of the Corporation (a "Common Share") and one half of a Common Share purchase warrant (a "Warrant") with each whole Warrant entitling the holder thereof to acquire one Common Share at a price of $0.27 for a period of two years from the date of issuance.
Freyja may engage finders or agents to act as agents of Freyja in connection with the Offering, and in connection therewith may pay finders and agents a cash commission of up to 8% of the proceeds of the Offering that result from such parties efforts, subject to compliance with applicable securities laws. The finders and agents may also be granted warrants to purchase up to 8% of the number of Units sold under the Offering, with each warrant entitling the holder to purchase one Unit at a price of $0.17 per Unit for a period of eighteen months from the closing of the Offering.
The net proceeds made available through the sale of the Units will be used by the Corporation to pay for the costs of the Offering, development of the Corporation's Las Cristinas mining project in Mexico and for working capital and general corporate purposes.
Both the Share Exchange and the Offering are subject to the approval of the TSX Venture Exchange. Pursuant to applicable securities laws, all securities issued pursuant to the Offering will be subject to a statutory hold period of four months following the closing of the Offering.
Upon closing of the Share Exchange, the Corporation will issue 480,000 units of the Corporation with the same terms as the Units, as payment of a finder's fee to Jordan Capital Markets Inc. of Vancouver, BC.
Freyja Resources Inc. is a mining exploration company listed on the TSX Venture Exchange under the symbol "FRA". Freyja Resources' main operations are conducted through its wholly owned subsidiary Cyprium Mining Corporation ("Cyprium"). Cyprium is a mineral exploration company which targets the acquisition and generation of mining projects located solely in Northern Mexico that have a potential for profitable precious and base metal open pit production. Cyprium is committed to maximizing shareholder value by strategically ensuring efficient and profitable production and focusing on a hybrid exploration/production business model. Cyprium prioritizes projects accessible by well-maintained roads and/or railroad systems. Upon completion of a conclusive exploration campaign, Cyprium's focus is to rapidly establish an economical production and maximize the project potential by funding further exploration through cash generated by production, thus limiting shareholder dilution. The Company's main project is the Las Cristinas copper/silver project located in Chihuahua State, Mexico.
GRIT is a new investment trust established based in London, England which seeks to exploit investment opportunities in the junior mining and natural resource sectors. GRIT's investment objective is to generate medium and long-term capital growth through investing in a diverse portfolio of primarily small and mid-capitalisation natural resources and mining companies, which are listed/quoted on an exchange.
Concurrent with the closing of the share exchange with Freyja, GRIT is conducting a number of share exchanges pursuant to which GRIT shall acquire shares of various investee companies in return for the issue of GRIT ordinary shares.
GRIT's mandate is to invest in companies globally which have a significant focus on natural resources and mining. GRIT will invest in companies that are in the field of the exploration and production of oil, gas, precious and industrial metals, and industrial and commercial minerals which, in GRIT's investment manager's opinion, have the potential to increase their value considerably. These companies may be producing companies with an historical track record of production or they may be development companies or companies with exploration potential. GRIT will seek to ensure, through active shareholder involvement, that investee companies act to maximise long-term shareholder value. GRIT will invest primarily in companies with shares and securities which are listed, quoted or are admitted to dealing, on a stock exchange (including debt securities which are convertible into quoted equity securities).
Neither TSX Venture nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture) accepts responsibility for the adequacy or accuracy of this release.
The securities of Freyja being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.
Except for historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties, including without limitation, statements pertaining to the closing of the Offering and the share exchange including Freyja's ability to obtain necessary approvals from the TSX Venture Exchange. Actual results may differ materially. Freyja will not update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by Freyja.