Increased to $9 million VANCOUVER, British Columbia, Dec. 02, 2020 (GLOBE NEWSWIRE) -- Serengeti Resources Inc. (TSX-V: SIR) (“Serengeti”) and Sun Metals Corp. (TSX-V: SUNM) (“Sun Metals”) are pleased to announce that they have entered into an agreement with PI Financial Corp. and Haywood Securities Inc. as co-lead underwriters, on behalf of a syndicate of underwriters (collectively, the "Underwriters"), to increase the size of the previously announced bought deal financing to an aggregate of 72,000,000 subscription receipts (the “Subscription Receipts”) at a price of $0.125 per Subscription Receipt (the “Issue Price”) for gross proceeds of $9,000,000 (the “Offering”). The Offering is being conducted in connection with the previously announced merger transaction between Serengeti and Sun Metals to create a premier Canadian multi-asset copper-gold developer (the “Transaction”) whereby Serengeti will acquire all of the shares of Sun Metals on the basis of 0.43 common shares of Serengeti (on a pre-consolidation basis) for each share of Sun Metals held (the “Exchange Ratio”).
In addition, Sun Metals has granted the Underwriters an option to purchase up to an additional 10,800,000 Subscription Receipts at the Issue Price, for additional gross proceeds of up to $1,350,000, exercisable in whole or in part at any time prior to the closing date of the Offering.
The Subscription Receipts will be issued pursuant to a subscription receipt agreement (the “Subscription Receipt Agreement”) to be entered into by Sun Metals, the Underwriters, and a licensed Canadian trust company as subscription receipt agent to be agreed upon. Pursuant to the Subscription Receipt Agreement, the gross proceeds of the Offering (less 50% of the Underwriters’ cash commission and all of the Underwriters’ expenses) (the “Escrowed Funds”) will be held in escrow pending satisfaction of certain conditions, including, amongst others, (a) the satisfaction or waiver of each of the conditions precedent to the Transaction; and (b) the receipt of all required shareholder and regulatory approvals in connection with the Transaction and the Offering, including the condition approval of the TSX Venture Exchange (the “Escrow Release Conditions”). If the Escrow Release Conditions have not been satisfied on or prior to March 31, 2021, the holders of Subscription Receipts will be returned a cash amount equal to the Issue Price of the Subscription Receipts and any interest that has been earned on the Escrowed Funds.
Upon the satisfaction of the Escrow Release Conditions, each Subscription Receipt will automatically convert into one unit of Sun Metals (each a “Unit”) which shall be exchanged or adjusted into securities of Serengeti at the Exchange Ratio upon completion of the Transaction, (on a post-Serengeti share consolidation basis as previously announced). Each Unit will consist of one common share of Sun Metals (each a “Common Share”) and one-half of one common share purchase warrant (each a "Warrant"). Each Warrant will be exercisable to acquire one common share of Sun Metals (each a “Warrant Share”) for a period of 24 months from the closing of the Offering, at an exercise price of $0.18, subject to acceleration in the event that the volume weighted average trading price of the common shares of Sun Metals on the TSX Venture Exchange is equal to or greater than $0.30 for 20 consecutive trading days, all as to be adjusted by the Exchange Ratio upon completion of the Transaction.
Proceeds from the issue and sale of the Subscription Receipts will be used by Sun Metals and Serengeti to advance their collective portfolio of copper-gold exploration and development assets in British Columbia, and for general working capital purposes. The closing of the Offering is expected to occur on or around December 17, 2020.
The Subscription Receipts to be issued under the Offering will be offered by way of a private placement in all the provinces of Canada and in the United States on a private placement basis pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”). The Subscription Receipts and the Common Shares, Warrants and Warrant Shares underlying the Subscription Receipts, will be subject to a statutory four-month hold period in accordance with Canadian securities legislation, or until such securities are exchanged or adjusted pursuant to the Arrangement. The Offering is subject to approval of the TSX Venture Exchange.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the Subscription Receipts in the United States. The Subscription Receipts and the Common Shares, Warrants and Warrant Shares have not been and will not be registered under the U.S. Securities Act, or any state securities laws and may not be offered or sold within the United States except pursuant to an available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.