Short Form Prospectus never explained How can investors trust this management when they issue a Short Form Prospectus to print $300M in shares, and they do not even bother to issue a press release to explain why. This $300M in shares is hanging over the stock like a dark cloud. What the heck is management doing?
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A copy of this preliminary short form prospectus has been filed with the securities regulatory authorities in each of the provinces and territories of Canada other than Quebec but has not yet become final for the purpose of the sale of Securities. Information contained in this preliminary short form prospectus may not be complete and may have to be amended. The Securities may not be sold until a receipt for the short form base shelf prospectus is obtained from the securities regulatory authorities.
This short form prospectus is referred to as a base shelf prospectus and has been filed under legislation in each of the provinces and territories of Canada other than Quebec that permits certain information about these Securities to be determined after this prospectus has become final and that permits the omission from this prospectus of that
information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these Securities.
This short form base shelf prospectus constitutes a public offering of these Securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such Securities. These Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States of America (the “United States”).
Accordingly, these Securities may not be offered or sold within the United States or to, or for the account or benefit of any, U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act) until such time as a registration statement in respect of such Securities has been filed with the Securities and Exchange Commission (the “SEC”) under the U.S. Securities Act, except pursuant to transactions exempt from registration under the U.S. Securities Act and applicable state securities laws. This preliminary short form base shelf prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of these Securities within the United States.
Information has been incorporated by reference in this prospectus from documents filed with Securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the secretary of Mandalay Resources Corporation at 76 Richmond Street East, Suite 330, Toronto, Ontario, Canada, M5C 1P1 (telephone (647) 260-1566), and are also available
electronically at www.sedar.com.
PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS
New Issue September 13, 2021
MANDALAY RESOURCES CORPORATION
C$300,000,000
Common Shares, Debt Securities, Subscription Receipts, Warrants, Units
Mandalay Resources Corporation (“Mandalay”, the “Company”, “we”, “our” or “us”) may offer for sale and issue from time to time, in any combination, our Common Shares, Debt Securities, Subscription Receipts, Warrants, and Units in one or more offerings up to an aggregate offering price of C$300,000,000, or the equivalent thereof at the time of issue, in one or more foreign currencies or composite currencies during the 25-month period that this short form prospectus (the “Prospectus”), including amendments hereto, remains effective. Common Shares, Debt Securities, Subscription Receipts, Warrants, and Units (collectively, the “Securities”) may be offered at prices and on terms to be determined based on market conditions at the time of sale and set forth in an accompanying shelf prospectus supplement (a “Prospectus Supplement”).
USE OF PROCEEDS
The Company currently anticipates using the net proceeds of any offering under the Prospectus towards its continued growth strategy and for general corporate purposes. The use of proceeds from the issue and sale of specific Securities pursuant to this Prospectus will be described in the Prospectus Supplement relating to the issuance and sale of such Securities.
The total amount specified to be raised under this Prospectus represents the reasonable assessment made by the Company’s board of directors of Mandalay’s financial requirements over the term of the Prospectus based on its current growth strategy. There is no assurance that such plans will be realized over the term of the Prospectus or at all. Attainment of such plans is subject to a number of assumptions, including prevailing market conditions over the term of the Prospectus and is subject to a number of risks. See “Risk Factors”.