Aston Bay Holdings Ltd. Announces Update to Brokered Financing

Aston Bay Holdings Ltd. Announces Update to Brokered Financing

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Aston Bay Holdings Ltd. (TSXV:BAY);(OTCQB:ATBHF) (the "Company" or "Aston Bay") announces revised terms of its previously announced brokered private placement

The Company will now be offering up to 47,500,000 units of the Company ("Units") at a price of C$0.08 per Unit (the "Offering Price"), for aggregate gross proceeds of up to C$3.8 million (the "LIFE Offering"). Each Unit will be comprised of one common share of the Company (a "Common Share") and one Common Share purchase warrant (each, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share (each, a "Warrant Share") at an exercise price of C$0.12 for 24 months following completion of the LIFE Offering.

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 Québec. The Company and Cantor Fitzgerald Canada Corporation (the "Agent") have also agreed that, concurrently with the LIFE Offering, the Company may issue up to 12,500,000 Units at the Offering Price on a non-brokered basis (the "Additional Units") for additional gross proceeds of up to C$1.0 million (the "Concurrent Offering", and together with the LIFE Offering, the "Offering"). Any Additional Units will be sold pursuant to exemptions from the prospectus requirements in Canada other than the LIFE Exemption in each of the jurisdictions of Canada and in offshore jurisdictions. Such Additional Units may be subject to a hold period under Canadian securities laws.

The updated offering document (the "Offering Document") related to the LIFE Offering can be accessed under the Company's profile on SEDAR+ at www.sedarplus.ca and on the Company's website at https://astonbayholdings.com/. Prospective investors of Units under the LIFE Offering should read the Offering Document before making an investment decision.

The Company plans to use the net proceeds from the Offering for exploration and development of the Company's projects in Virginia, and for working capital and general corporate purposes. The Offering is now scheduled to close on or about October 5, 2023 (the "Closing Date"), or such other date as the Company and Agent may agree, and is subject to certain conditions customary for transactions of this nature, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.

The securities to be offered pursuant to the Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Aston Bay Holdings
Aston Bay is a publicly traded mineral exploration company exploring for high-grade copper and gold deposits in Virginia, USA, and Nunavut, Canada. The Company is led by CEO Thomas Ullrich with exploration in Virginia directed by the Company's advisor, Don Taylor, the 2018 Thayer Lindsley Award winner for his discovery of the Taylor Pb-Zn-Ag Deposit in Arizona. The Company is currently exploring the high-grade Buckingham Gold Vein in central Virginia and is in advanced stages of negotiation on other lands with high-grade copper potential in the area.

The Company and its joint venture partners, American West Metals Limited and its wholly-owned subsidiary, Tornado Metals Ltd. (collectively, "American West") have agreed to form a 20/80 unincorporated joint venture and enter into a joint venture agreement in respect of the Storm Project property, which hosts the Storm Copper Project and the Seal Zinc Deposit. Under such agreement, Aston Bay shall have a free carried interest until American West has made a decision to mine upon completion of a bankable feasibility study, meaning American West will be solely responsible for funding the joint venture until such decision is made. After such decision is made, Aston Bay will be diluted in the event it does not elect to contribute its proportionate share and its interest in the Storm Project property will be converted into a 2% net smelter returns royalty if its interest is diluted to below 10%.

Further details are available on the Company's website at https://astonbayholdings.com/.

FORWARD-LOOKING STATEMENTS
Statements made in this news release, including those regarding the Offering, including the Closing Date and the use of proceeds, as well as management objectives, forecasts, estimates, expectations, or predictions of the future may constitute "forward-looking statements", which can be identified by the use of conditional or future tenses or by the use of such verbs as "believe", "expect", "may", "will", "should", "estimate", "anticipate", "project", "plan", and words of similar import, including variations thereof and negative forms. This news release contains forward-looking statements that reflect, as of the date of this news release, Aston Bay's expectations, estimates and projections about its operations, the mining industry and the economic environment in which it operates. Statements in this news release that are not supported by historical fact are forward-looking statements, meaning they involve risk, uncertainty and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Although Aston Bay believes that the assumptions inherent in the forward-looking statements are reasonable and undue reliance should not be placed on these statements, which apply only as of the date of this news release. Aston Bay disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by law. We seek safe harbour.

Neither TSX Venture Exchange nor its regulation services provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

For more information contact:
Thomas Ullrich, Chief Executive Officer
thomas.ullrich@astonbayholdings.com
(416) 456-3516

Sofia Harquail, IR and Corporate Development
sofia.harquail@astonbayholdings.com
(647) 821-1337

SOURCE: Aston Bay Holdings Ltd



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Aston Bay Holdings

Aston Bay Holdings

Aston Bay Holdings Ltd is an exploration-stage company. It is engaged in the exploration and development of gold and base metal deposits in Virginia, USA and Nunavut, Canada. Its projects are Buckingham Gold property, Virginia Gold Belt, Polymetallic Base, and Precious metals, Storm Copper Project, and Seal Zinc deposit.
Aston Bay Holdings Ltd is an exploration-stage company. It is engaged in the exploration and development of gold and base metal deposits in Virginia, USA and Nunavut, Canada.
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Outcrop Silver logo (CNW Group/Outcrop Silver & Gold Corporation)

Highlights

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" Golden Mile's fully funded drill program moves Pearl forward at no cost to Outcrop Silver and exemplifies our strategy of unlocking value from non-core assets while we focus capital on expanding the high-grade Santa Ana silver project in Colombia ," stated Ian Harris , President & CEO of Outcrop Silver.

The Pearl Copper project is located in the Laramide porphyry copper district, one of the most prolific copper-producing regions globally, accounting for approximately 70% of U.S. copper production. The project sits immediately north of BHP's past-producing San Manuel-Kalamazoo Mine and along the trend with Capstone Copper's active Pinto Valley Mine, benefiting from exceptional infrastructure and a skilled local workforce.

Following the receipt of all required exploration permits, including the Notice of Intent (NOI) from the BLM and the Special Land Use Permit (SLUP) and Geologic Field Operation Plan (GFOP) from the ASLD, drilling has commenced. This maiden drill program consists of 14 to 16 reverse circulation (RC) holes totaling up to 1,800 metres, and will test two priority targets.

Transaction

On September 12, 2024 Golden Mile purchased an option on Pearl for A$100,000 (Australian Dollars) with Outcrop Silver retaining a 1% NSR royalty. Golden Mile has the option to earn-in to 51% by funding A$2,000,000 in exploration expenditures by September 12, 2027 . Golden Mile may also earn an additional 34% by funding an additional A$10,000,000 in exploration expenditures within 5 years. Upon completing the earn-in a joint venture will be formed with both parties funding proportionally. If either party dilutes below 10%, their interest will convert to an additional 1% NSR royalty. At such time that a JORC compliant resource achieves 750,000 tonnes of contained copper at a minimum grade of 0.3%, Golden Mile will pay Outcrop Silver A$2,000,000 .

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Qualified Person

Edwin Naranjo Sierra is the designated Qualified Person within the meaning of the National Instrument 43-101 and has reviewed and verified the technical information in this news release. Mr. Naranjo holds a MSc. in Earth Sciences, and is a Fellow of the Australasian Institute of Mining and Metallurgy (FAusIMM). Mr. Naranjo Sierra is a consultant to the company and is therefore independent for the purposes of NI 43-101.

About Outcrop Silver

Outcrop Silver is a leading explorer and developer focused on advancing its flagship Santa Ana high-grade silver project in Colombia . Leveraging a disciplined and seasoned team of professionals with decades of experience in the region. Outcrop Silver is dedicated to expanding current mineral resources through strategic exploration initiatives.

At the core of our operations is a commitment to responsible mining practices and community engagement, underscoring our approach to sustainable development. Our expertise in navigating complex geological and market conditions enables us to consistently identify and capitalize on opportunities to enhance shareholder value. With a deep understanding of the Colombian mining landscape and a track record of successful exploration, Outcrop Silver is poised to transform the Santa Ana project into a significant silver producer, contributing positively to the local economy and setting new standards in the mining industry.

About Golden Mile

Golden Mile is a project development and mineral exploration company. The primary focus is on growing the Company with a multi-asset and multi-commodity strategy through advancing core projects, acquiring high-quality assets, and tactical alliances with joint venture partners.

ON BEHALF OF THE BOARD OF DIRECTORS

Neither the TSX Venture Exchange nor its Regulation Services Provider (as such term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Certain information contained herein constitutes "forward-looking information" under Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "potential," "we believe," or variations of such words and phrases or statements that certain actions, events or results "will" occur. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Outcrop Silver to be materially different from those expressed or implied by such forward-looking statements or forward-looking information, including: the receipt of all necessary regulatory approvals, capital expenditures and other costs, financing and additional capital requirements, completion of due diligence, general economic, market and business conditions, new legislation, uncertainties resulting from potential delays or changes in plans, political uncertainties, and the state of the securities markets generally. Although management of Outcrop Silver have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. 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 forward-looking statements and forward-looking information. Outcrop Silver will not update any forward-looking statements or forward-looking information that are incorporated by reference.

SOURCE Outcrop Silver & Gold Corporation

Cision View original content to download multimedia: http://www.newswire.ca/en/releases/archive/May2025/08/c1166.html

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