Outstanding NEWS Outstanding Profits from rights as every 2.5 shares you hold gets you 3,4 cents either to sell as a right once the rights are listed, or you can convert that right to a common share at just 3.4 cents..
...and Stoger Tight definition drilling will enable 20.000 ounces to be mined along with other stockpiled ounces prior to mining beginning at HD...about $80 million in gross and $40 million in free cash flow to develop HD to production plus excess working capital ..
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MARITIME ANNOUNCES $8 MILLION RIGHTS OFFERING BACKSTOPPED BY DUNDEE
TORONTO, ON (
Newsfile Corp. – August 6, 2024) Maritime Resources Corp. (TSXV: MAE) ("Maritime" or the "Company") and Dundee Corporation (TSX: DC.A) are pleased to announce that Maritime is commencing a rights offering (the "Rights Offering") to the holders of common shares in the capital of the Company ("Common Shares") to raise aggregate gross proceeds of approximately $8,000,000.
The net proceeds of the Rights Offering will be used for upgrading the Company's Pine Cove mill to process stockpiled ore, finalizing and publishing a revised feasibility study pursuant to National Instrument 43-101 – Standards of Disclosure for Mineral Projects to optimize value for the Company's Hammerdown Gold Project, drilling 3,000 meters at the Stog'er Tight deposit and the remainder (if any) for general corporate purposes.
Under the terms of the Rights Offering, holders of Common Shares at the close of business (Toronto time) on August 13, 2024 (the "Record Date")
...will receive 0.39497679 of one (1) transferable right (each, a "Right") for each Common Share held as of the Record Date.
...Each Right will entitle the holder thereof to subscribe for one (1) Common Share (the "Basic Subscription Privilege") at a subscription price of $0.034 per Common Share (the "Subscription Price").
The Subscription Price represents a 25% discount to the last closing price of the Common Shares on the TSX Venture Exchange (the "Exchange") prior to the announcement of the Rights Offering.
Pursuant to applicable securities laws, and to the extent that other holders of Rights do not exercise all of their Rights under the Basic Subscription Privilege, each holder of Rights who fully exercises its Basic Subscription Privilege will also be entitled to subscribe for additional Common Shares on a pro rata basis at the Subscription Price (the "Additional Subscription Privilege"), all in the manner prescribed by securities laws and as further detailed in the Rights Offering Circular (as defined below).
The Rights Offering is expected to expire at 5:00 p.m. (Toronto time) (the "Expiry Time") on September 6, 2024 (the "Expiry Date"). Any Rights not exercised at or before the Expiry Time on the Expiry Date will be void and will have no value.
The Rights will be listed on the Exchange under the trading symbol "MAE.RT" commencing on August 13, 2024 and will be posted for trading until 12:00 p.m. (Toronto time) on the Expiry Date.
The completion of the Rights Offering is conditional upon the satisfaction of certain conditions, including, but not limited to, the receipt of all necessary regulatory approvals, including the final acceptance of the Exchange.
In connection with the Rights Offering, the Company has entered into a standby commitment and investor rights agreement dated August 6, 2024 (the "Standby Commitment Agreement") with Dundee Resources Limited (the "Standby Purchaser"), a wholly-owned subsidiary of Dundee Corporation,
pursuant to which the Standby Purchaser has agreed, subject to certain terms and conditions, to exercise its Basic Subscription Privilege and the Additional Subscription Privilege in respect of any Rights it holds, and, in addition thereto, to acquire any additional Common Shares available as a result of any unexercised Rights under the Rights Offering (the "Standby Commitment"), such that the Company will, subject to the terms of the Standby Commitment Agreement, be guaranteed to issue 235,294,118 Common Shares in connection with the Rights Offering for aggregate gross proceeds to the Company of approximately $8,000,000. As consideration for providing the Standby Commitment, the Company has agreed to issue the Standby Purchaser that number of non-transferable compensation warrants (the "Compensation Warrants") equal to 25% of the total number of Common Shares the Standby Purchaser has agreed to acquire under the Standby Commitment. Each Compensation Warrant shall entitle the Standby Purchaser to purchase one (1) Common Share at a price of $0.05 per share for a period of 36 months from the date of issuance.
Pursuant to the Standby Commitment Agreement, the Standby Purchaser will advance a portion of its subscription proceeds prior to the closing of the Rights Offering. The first instalment in the amount of $400,000 was advanced
on or about the date of the Standby Commitment Agreement and the second instalment in the amount of $400,000 will be advanced on or prior to August 30, 2024. Each instalment of the amount being advanced to the Company by the Standby Purchaser will be made pursuant to, and be evidenced and governed by, the terms and conditions of an unsecured promissory note (each, a "Note" and together, the "Notes"). To the extent that the aggregate amount advanced to the Company under the Notes, not including accrued and unpaid interest outstanding, is less than the aggregate subscription price payable by the Standby Purchaser on the closing of the Rights Offering (i) the Standby Purchaser shall be entitled to elect to set-off the advanced amount, but not including accrued and unpaid interest thereon outstanding under the Notes as at the closing of the Rights Offering, against the aggregate subscription price payable by the Standby Purchaser for the Common Shares acquired pursuant to the Standby Commitment; and (ii) if the Standby Purchaser exercises such right, the Company shall pay the accrued and unpaid interest thereon under the Notes as at the closing of the Rights Offering in immediately available funds to an account designated by the Standby Purchaser. The advances are required for the Company to maintain compliance with certain minimum cash balance and positive working capital requirements under an existing debt facility, particularly in light of certain additional liabilities accrued by the Company in the ordinary course of business during the month of August. Such additional liabilities include a surety bond renewal, corporate insurance renewals and accrued costs associated with legal fees and other expenses related to the Rights Offering. Under the Standby Commitment Agreement, the Standby Purchaser has also been granted certain rights to maintain its pro rata interest in the Company so long as the Standby Purchaser maintains an undiluted ownership interest in the Company of 10% or more.
The Standby Purchaser is a "related party" of the Company under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") because the Standby Purchaser has beneficial ownership of, or control or direction over, directly or indirectly, more than 10% of the issued and outstanding Common Shares. However, the Rights Offering and the delivery of the Notes in connection therewith are exempt from the minority shareholder approval and formal valuation requirements of MI 61-101 pursuant to Sections 5.1(k)(ii), 5.5(b) and 5.7(1)(a) of MI 61-101.
Further details on the Rights Offering, including eligibility requirements for shareholders to participate and the procedures to be followed by shareholders in order to subscribe for Common Shares, will be included in a rights offering circular (the "Rights Offering Circular"), a rights offering notice (the "Rights Offering Notice"), a notice to ineligible holders (the "Notice to Ineligible Holders") and the Standby Commitment Agreement which will be available under the Company's issuer profile on SEDAR+ at www.sedarplus.ca. It is expected that a copy of the Rights Offering Notice, a direct registration system advice representing the Rights ("Rights DRS Advice") and a subscription form ("Subscription Form") will be mailed to each registered shareholder of the Company resident in the Eligible Jurisdictions (as defined below) as at the Record Date. R