|June 25, 2018|
Paget Minerals Corp. Private Placement and RTO Update
Not for distribution to United States newswire services or for release publication,
distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States.
June 25, 2018 - Vancouver, British Columbia - Paget Minerals Corp (NEX: PGS.H) ("Paget" or the "Company") is pleased to announce that it entered into an amended letter of intent on June 20, 2018 (the "Amended LOI") with Ascent Industries Corp. ("Ascent") in connection with the previously announced reverse take-over of Paget by Ascent by way of the amalgamation of Paget and Ascent (the "Amalgamation") to form an amalgamated corporation ("Amalco") and listing of Amalco on the Canadian Securities Exchange ("CSE"), expected to be completed late July or early August 2018.
The Amended LOI provides that Paget will raise up to $2 million by way of a private placement of units at a price of $0.05 per unit (the "Private Placement"), prior to the completion of the Amalgamation. Each unit will consist of one common share (a "Paget Share") and one common share purchase warrant exercisable to purchase one Paget Share for a period of two years from the date of issue at $0.10 per warrant. Paget shall be entitled to accelerate the expiry of the warrants if the 20 day VWAP of the Paget Shares is equal to or greater than $0.10. It is intended that the Private Placement will be completed after the shareholders of Paget have approved the delisting of the common shares from the NEX Board of the TSX Venture Exchange. The Company intends on using the proceeds from the Private Placement to carry out the Amalgamation and for general corporate purposes.
Pursuant to the terms of the Amalgamation, all securities of Paget outstanding immediately prior to the Amalgamation will be consolidated on a six (6) for one basis (the "Consolidation"), and holders of Paget Shares will receive one common share of Amalco (an "Amalco Share") for each post-Consolidation Paget Share held and holders of securities convertible into Paget Shares will receive an equivalent security of Amalco on an equivalent basis. Holders of common shares of Ascent (an "Ascent Share") will receive one Amalco Share for each Ascent Share held and holders of securities convertible into Ascent Shares will receive an equivalent security of Amalco on an equivalent basis.
Ascent has recently closed a $19.2 million financing which was announced on June 21, 2018.
Further information regarding the Ascent Industries Corp. transaction can be found in the Company's news release dated April 30, 2018, a copy of which is available on the Company's website at www.pagetminerals.com .
Mark T. Brown, Chief Executive Officer, Paget Minerals Corp.
This press release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The 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 any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
The NEX has not in any way passed upon the merits of the Private Placement and has neither approved nor disapproved the contents of this press release.
NEITHER THE TSXV OR 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.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION:
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the terms and conditions of the Agreement and the closing of the transaction thereunder; the terms and condition of the Amalgamation and the closing thereof, the terms and conditions of the private placement; and the use of funds under the financings. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board, shareholder or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. The terms and conditions of the Agreement, the private placement and the Amalgamation may change based on the parties' due diligence (which in the case of Paget is going to be limited as Paget intends largely to rely on the due diligence of other parties of the transaction to contain its costs, among other things) and the receipt of tax, corporate and securities law advice for each of the parties. Except as required by law, Paget and Ascent assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
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