TORONTO--(BUSINESS WIRE)--TMAC Resources Inc. (TSX:TMR) (“TMAC” or the “Company”) announces today that it has closed its previously announced offering (the “Public Offering”) of common shares and flow-through common shares with a syndicate of underwriters (the “Underwriters”) led by BMO Capital Markets and CIBC Capital Markets. The Public Offering consisted of 2,024,000 common shares at a price of C$4.25 per common share for gross proceeds of C$8,602,000, 1,565,200 charitable flow-through common shares at a price of C$5.75 per charitable flow-through common share for gross proceeds of C$8,999,900, and 1,225,000 traditional flow-through common shares at a price of C$4.90 per traditional flow-through common share for gross proceeds of C$6,002,500, for aggregate gross proceeds from the Public Offering of C$23,604,400.
Concurrent with the Public Offering, the Company completed the previously announced private placement (the “Private Placement”) with certain limited partners (or certain affiliates thereof) of Resource Capital Fund VI L.P. and its affiliated investment funds (the “RCF LPs”), Newmont Mining Corporation and funds and accounts under management by investment subsidiaries of BlackRock, Inc at a price of C$4.25 (being the price per common share under the Public Offering), pursuant to which they acquired in aggregate approximately C$66.4 million of common shares, which consists of 6,696,800 common shares (C$28.5 million), 5,860,833 common shares (C$24.9 million), and 3,065,617 common shares (C$13.0 million), respectively. On closing, RCF VI CAF LLC (“Resource Capital”) entered into a voting agreement with respect to the common shares purchased by the RCF LPs that provides voting control over such shares to Resource Capital.
The Company plans to use the net proceeds of the Public Offering and the Private Placement as follows: C$57 million for debt repayment, C$15 million for exploration and C$16 million for capital expenditures. The capital expenditures are planned to consist of C$8 million for processing plant improvements, C$6 million for underground equipment and C$2 million for materials to construct a fifth diesel tank at Roberts Bay.
The gross proceeds from the sale of the flow‐through common shares will be used for expenditures which qualify as Canadian exploration expenses (“CEE”) (within the meaning of the Income Tax Act (Canada)), including diamond drilling on the Company's Madrid and Boston deposits, as well as diamond drilling and exploration activities regionally to continue to advance TMAC’s understanding of the Hope Bay region for longer range strategic exploration targeting purposes. The Company will renounce such CEE with an effective date of no later than December 31, 2018.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
FORWARD‐LOOKING INFORMATION
This release contains "forward‐looking information” within the meaning of applicable securities laws that is intended to be covered by the safe harbours created by those laws. “Forward‐looking information” includes statements that use forward‐looking terminology such as “may”, “will”, “expect”, “anticipate”, “believe”, “continue”, “potential” or the negative thereof or other variations thereof or comparable terminology. Such forward‐looking information includes, without limitation, statements with respect to the Private Placement and the Public Offering, including the proposed use of proceeds, the exploration work to be conducted at Madrid and Boston and the throughput and recoveries ramp up at Doris throughout 2018.
Forward‐looking information is not a guarantee of future performance and management bases forward-looking statements on a number of estimates and assumptions at the date the statements are made. Furthermore, such forward‐looking information involves a variety of known and unknown risks, uncertainties and other factors, which may cause the actual plans, intentions, activities, results, performance or achievements of the Company to be materially different from any plans, intentions, activities, results, performance or achievements expressed or implied by such forward‐looking information. See “Risk Factors” in the Company’s Annual Information Form dated February 22, 2018 filed on SEDAR at www.sedar.com for a discussion of these risks.
