Medallion Resources Ltd. (TSXV:MDL), is pleased to report that the TSX Venture Exchange has approved the consolidation (the “Share Consolidation”) of its issued and outstanding common shares (the “Common Shares”) on the basis of one new common share (a “Consolidated Common Share”) for every four currently-outstanding Common Shares (“Pre-Consolidated Common Shares”), which was originally announced in the Company’s news release dated July 12, 2017.
The Share Consolidation will take effect on July 28, 2017 with the Common Shares trading on a post-Consolidation basis beginning at the open of markets on July 28, 2017. At the date of this press release, there are 84,091,933 Pre-Consolidated Common Shares issued and outstanding. Assuming no other change in the issued capital of the Company, it is expected upon completion of the Share Consolidation, Medallion will have approximately 21,022,983 Consolidated Common Shares issued and outstanding, subject to rounding for any fractional shares as a result of the Share Consolidation. Medallion’s name and trading symbol will not change as a result of the Share Consolidation. In addition, the exercise price and number of Common Shares of the Company issuable upon the exercise of outstanding options and warrants will be proportionally adjusted upon the implementation of the Share Consolidation in accordance with the terms thereof.
Registered shareholders must submit their respective share certificate(s) representing Pre-Consolidated Common Shares to the Company’s transfer agent, Computershare Trust Company of Canada, 510 Burrard Street, Vancouver, BC V6C 3A8, to receive share certificates representing their post-Consolidated Common Shares. Until so surrendered, each share certificate representing Pre-Consolidated Common Shares will represent the number of whole Consolidated Common Shares to which the holder is entitled as a result of the Share Consolidation. Shareholders holding their Common Shares through a bank, broker or other nominee should note that banks, brokers or other nominees may have different procedures for processing the Share Consolidation than those put in place by the Company and Computershare Trust Company of Canada. Accordingly, shareholders who hold Common Shares with banks, brokers or other nominees and have questions in this regard are encouraged to contact such persons. Pre-Consolidated Common Shares held under DRS Advices will be automatically adjusted, in accordance with the ratio, to reflect the number of post-Consolidated Common Shares.
On July 12, 2017 the Company announced that it had arranged a non-brokered private placement of up to 3,750,000 units (each a “Unit”) at a price of $0.16 per Unit for gross proceeds of up to $600,000 (the “Offering”) with each Unit consisting of one Consolidated Common Share and one transferable common share purchase warrant (a “Warrant”) with a three-year term. Each Warrant will be exercisable to acquire one additional Consolidated Common Share at an exercise price of $0.32 for 36 months.
Medallion anticipates that following the completion of the Offering, assuming the Offering is fully subscribed, there will be approximately 24,772,983 Consolidated Common Shares issued and outstanding and a fully diluted (including options and warrants) capitalization of approximately 36,044,650 Consolidated Common Shares.
All securities issued to purchasers and finders under the Offering will be subject to a four-month hold period from the Closing Date, pursuant to applicable securities laws and the policies of the Exchange. The securities offered have not been nor will they be registered under the United States Securities Act of 1933, as amended, or state securities laws, and may not be offered or sold in the United States or to an account for the benefit of US persons, absent such registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, sale, or solicitation would be unlawful.
Contact: Donald Lay, President & CEO
About Medallion Resources
Medallion Resources is developing an approach for low-cost, near-term, rare-earth element (REE) production by exploiting monazite. Monazite is a rare-earth phosphate mineral that is widely available as a by-product from mineral sand mining operations. REEs are critical inputs to electric and hybrid vehicles, electronics, imaging systems, wind turbines and strategic defense systems. Medallion is committed to following best practices and accepted international standards in all aspects of mineral transportation, processing and the safe management of waste materials. More about Medallion (TSX-V: MDL; OTCPK: MLLOF; Frankfurt: MRD) can be found at medallionresources.com.
Medallion management takes full responsibility for content and has prepared this news release. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Some of the statements contained in this release are forward-looking statements, such as statements that describe Medallion’s plans with respect to the completion of the Share Consolidation and the Offering. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties, including the risks related to market conditions and regulatory approval and other risks outlined in the Company’s management discussions and analysis of financial results. Actual results in each case could differ materially from those currently anticipated in these statements. Also, in order to proceed with Medallion’s plans, additional funding will be necessary and, depending on market conditions, this funding may not be forthcoming on a schedule or on terms that facilitate Medallion’s plans. These forward looking statements are made as of the date of this press release, and, other than as required by applicable securities laws, Medallion disclaims any intent or obligation to update publicly any forward looking statements, whether as a result of new information, future events or results or otherwise.