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Phenom Resources Corp. (TSXV: PHNM,OTC:PHNMF) (FSE: 1PY0) ("Phenom" or the "Company") is pleased to announce a letter of intent governing an expected non-brokered private placement investment in Phenom by SSR Mining Inc. ("SSR") and proposed joint venture with SSR for the Company's Dobbin Property located in Nevada.
SSR Mining Inc. is a US$6.5B Denver-based gold and silver mining company and the third largest gold producer in the United States. SSR Mining has a portfolio of operating, development and exploration assets across the Americas, including locations in the USA, Canada, and Argentina.
SSR's core operating assets include:
- Marigold mine: An open-pit gold mine in Nevada, USA.
- Cripple Creek & Victor (CC&V) mine: An open-pit gold mine in Colorado, USA.
- Seabee mine: An underground gold mine in Saskatchewan, Canada.
- Puna operations: Located in the Jujuy province, Puna is the largest silver mine in Argentina
Private Placement - Strategic Investment
It is proposed that SSR will become a strategic investor in the Company through the non-brokered private placement purchase of 9.9% of the Company's issued and outstanding common shares (calculated on a non-diluted basis, after giving effect to this share issuance) (the "Strategic Investment"). Consequently, under the Strategic Investment, the Company proposes to issue 13,518,353 common shares (the "Shares") to SSR at a price of CAD$0.40/share for total proceeds of CAD$5,407,341.20 (approx. US$3,917,370). The proceeds received from the Strategic Investment are proposed to be used as follows: (i) US$1.3 million will be used towards the remaining payment and work commitments owed by the Company to fully earn a 100% interest in the Dobbin Project; (ii) US$2.5 million will be available for unallocated general working capital of the Company; and (iii) the balance (approx. US$117,370) will be used for general working capital purposes relating to the Dobbin Project.
The Shares will be subject to a statutory hold period expiring four months and one day after their issuance, in accordance with applicable securities laws and the policies of the TSX Venture Exchange (the "TSXV"). In addition, SSR has agreed to voluntarily restrict the disposition of the Shares for a period of one (1) year from the closing date (the "Restricted Period"); provided that SSR may sell up to an aggregate of 500,000 Shares in any calendar month during the Restricted Period, upon prior written notice to Phenom. This limit is fixed for each month, and any undisposed Shares for a particular month will not be added to the next or any succeeding month's limit.
In conjunction with the Strategic Investment, it is proposed that the Company will grant to SSR, for so long as SSR holds a 4.9% or greater ownership interest in Phenom, the right, at the sole discretion of SSR, to maintain that level of ownership interest or to increase its ownership percentage up to a maximum of 19.9% of the outstanding Phenom shares, through participation and top-up rights.
The Strategic Investment is subject to the approval of the TSXV.
Sale of 15% Interest in Dobbin Project and Resulting JV
As part of the non-binding letter of intent ("LOI"), Phenom and SSR have also agreed upon a framework for the sale by Phenom of a 15% interest in the Dobbin Project to SSR for a further US$4,000,000.00, and the consequent joint venture arrangement to be carried on by the two companies in respect of the Dobbin Project. It is proposed that all funds paid by SSR to purchase its 15% interest will be used to advance the Dobbin Project. The LOI provides a binding two-year standstill provision and imposes standard confidentiality obligations on the parties.
The LOI also provides for a binding 30-day exclusivity period, during which time the parties have agreed to negotiate exclusively towards the execution of a definitive agreement relating to the Dobbin Project transaction. There can be no assurance that the parties will enter into a definitive agreement or that the proposed transactions will be completed. The Company will provide updates on the transactions if and when they become available.
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 of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.
About Phenom Resources Corp.
Phenom has 100% interest in the Carlin Gold-Vanadium Project, located six miles south from the town of Carlin, Nevada, and Highway I-80 in Elko County, which hosts the Carlin Vanadium deposit, North America's largest highest grade primary vanadium resource. The Company has 100% interest in Crescent Valley gold Project, a Bonanza high grade gold vein-type target and an IOCG target and options on two gold projects in Nevada - the Dobbin and King Solomon Properties, which are Carlin Gold-type targets.
ON BEHALF OF Phenom Resources Corp.
per: "Paul Cowley" CEO & President
(604) 340-7711 pcowley@phenomresources.com www.phenomresources.com
Neither the 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 release.
Forward-looking information
Certain statements in this news release constitute "forward-looking" statements. These statements relate to future events or the Company's future performance and include, but is not limited to, statements regarding the intended use of proceeds of the Offering, including funding work programs on the Company's exploration properties and for general working capital purposes, the receipt of final approval of the TSX Venture Exchange, and other statements that are not historical facts. All such statements involve substantial known and unknown risks, uncertainties and other factors which may cause the actual results to vary from those expressed or implied by such forward-looking statements. Forward-looking statements involve significant risks and uncertainties, they should not be read as guarantees of future performance or results, and they will not necessarily be accurate indications of whether or not such results will be achieved. Actual results could differ materially from those anticipated due to a number of factors and risks. Although the forward-looking statements contained in this news release are based upon what management of the Company believes are reasonable assumptions on the date of this news release, the Company cannot assure investors that actual results will be consistent with these forward-looking statements. Readers should not place undue reliance on forward-looking statements. The forward-looking statements contained in this press release are made as of the date hereof and the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable securities regulations.
Not for distribution to United States newswire services or for dissemination in the United States.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/299597
