24 April 2024
TORONTO, Ontario, April 24, 2024 - Aston Bay Holdings Ltd. (TSX-V:BAY; OTCQB:ATBHF) (“Aston Bay” or the “Company”) is pleased to announce that it will conduct a non-brokered private placement (the “Offering”), subject to acceptance by the TSX Venture Exchange (the “Exchange”), for aggregate gross proceeds of up to $5,000,000. The Offering will consist of non-flow through units (the “Units”) at a price of $0.12 per Unit (the “LIFE Offering”), and flow-through shares (the “FT Shares”) at a price of $0.15 per FT Share.
Each Unit will consist of one Common Share and one common share purchase warrant (a “Warrant”), with each Warrant entitling the holder thereof to acquire an additional Common Share (the “Warrant Share”) at an exercise price of $0.18 per Warrant Share for a period of 24 months from the date of issuance.
The Units to be issued under the LIFE Offering will be offered to purchasers pursuant to the Listed Issuer Financing Exemption (the “LIFE Exemption”) under Part 5A of National Instrument 45-106 – Prospectus Exemptions, in all the provinces and territories of Canada, except Quebec. The FT Shares will be sold pursuant to the exemptions from the prospectus requirements in Canada other than the LIFE Exemption in each of the jurisdictions of Canada and in offshore jurisdictions. The FS Shares will be subject to statutory hold periods in accordance with applicable Canadian Securities Laws.
There is an offering document (the “Offering Document”) related to the LIFE Offering that can be accessed under the Company’s profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at https://astonbayholdings.com/news/all. Prospective investors of the Units should read the Offering Document before making an investment decision.
The Company plans to use the net proceeds of the Offering for exploration and development purposes of its projects in Nunavut, Canada and Virginia, USA and for working capital and general corporate purposes. The Offering is scheduled to close on or about May 16, 2024 or such other date as the Company may determine, and is subject to receipt of all necessary approvals, including the approval of the TSX Venture Exchange.
The Company anticipates that current insiders of the Company may participate in the Offering. Subject to Exchange approval, finder’s fees may be paid to persons who introduce the Company to investors. The Offering may be closed in one or more tranches as subscriptions are received.
The securities offered have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold absent registration or compliance with an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.