/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
VANCOUVER, BC, May 30, 2023 /CNW/ – Finlay Minerals Ltd. (TSXV: FYL) (“Finlay” or the “Company“) is pleased to announce that, further to the Company’s news release dated May 8, 2023, the Company has closed, subject to receipt of final approval from the TSX Venture Exchange (“TSX-V“), its private placement financing for total proceeds of $550,000 (the “Private Placement“).
The Private Placement consisted of the issuance of: (i) 3,333,333 flow-through units (“FT Units“) at a price of $0.06 per FT Unit (the “FT Unit Price“), with each FT Unit comprising one common share of the Company which qualifies as a “flow-through share” within the meaning of the Income Tax Act (Canada) and one-half of a non-flow-through warrant (each whole warrant a “Unit Warrant”), and (ii) 7,000,000 non-flow through units (“NFT Units“) at a price of $0.05 per NFT Unit (the “NFT Unit Price“), with each NFT Unit comprising one non-flow-through common share of the Company and one-half of a Unit Warrant.
Each whole Unit Warrant entitles the holder thereof to acquire one additional non-flow-through common share of the Company (a “Warrant Share“) at an exercise price of $0.10 per Warrant Share for a period of twenty-four months from the closing of the Private Placement.
All securities issued under the Private Placement are subject to a four-month hold period expiring on September 30, 2023. The Company paid no finder’s fees.
The Company expects to use the proceeds raised from the Private Placement to continue its work on its Silver Hope and ATTY Properties and for working capital.
In connection with the Private Placement, Ilona B. Lindsay (“Ms. Lindsay“), a director and officer of the Company, purchased a total of 3,333,333 FT Units and 6,000,000 NFT units. The issuance of such FT and NFT Units to Ms. Lindsay constitutes a “related party transaction” within the meaning of Policy 5.9 of the TSX-V and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“) as a result of Ms. Lindsay being a director, officer and an insider (as defined under applicable securities laws) of the Company. The Company is relying on the exemption from the formal valuation requirement in section 5.5(b) of MI 61-101 (as a result of its common shares being listed on the TSX-V) and the exemption from the minority approval requirement in section 5.7(1)(b) of MI 61-101 (as neither the fair market value of the total FT and NFT Units distributed to Ms. Lindsay pursuant to the Private Placement, nor the consideration paid by Ms. Lindsay, exceeded $2,500,000).
The securities being offered will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold within the United States absent registration or an exemption from the registration requirements. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States.
About Finlay Minerals Ltd.
Finlay is a TSXV company focused on exploration for base and precious metal deposits in northern British Columbia.
Finlay trades under the symbol “FYL” on the TSXV and under the symbol “FYMNF” on the OTCQB. For further information and details, please visit the Company’s website at www.finlayminerals.com
On behalf of the Board of Directors,
Robert F. Brown, P. Eng.
President & CEO
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information: This news release includes certain “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements“) within the meaning of applicable Canadian securities legislation, including statements with respect to the use of the private placement proceeds. All statements in this news release that address events or developments that we expect to occur in the future are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, although not always, identified by words such as “expect”, “plan”, “anticipate”, “project”, “target”, “potential”, “schedule”, “forecast”, “budget”, “estimate”, “intend” or “believe” and similar expressions or their negative connotations, or that events or conditions “will”, “would”, “may”, “could”, “should” or “might” occur. All such forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. Although Finlay believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploration results, availability of capital and financing and general economic, market or business conditions, and the other risk factors described in Finlay’s filings with Canadian securities regulators on SEDAR at www.sedar.com. These forward-looking statements are based on a number of assumptions including, among other things, assumptions regarding general business and economic conditions, the timing and receipt of regulatory and governmental approvals, the ability of Finlay and other parties to satisfy stock exchange and other regulatory requirements in a timely manner, the availability of financing for Finlay’s proposed transactions and programs on reasonable terms, and the ability of third-party service providers to deliver services in a timely manner. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Finlay does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future or otherwise, except as required by applicable law.