Vancouver, BC - Medallion Resources Ltd. (TSX-V: MDL, OTCPK: MLLOF - 'Medallion' or the 'Company'), today announced it has arranged a non-brokered private placement of up to 10,000,000 units (each a 'Unit') at a price of $0.03 per Unit for gross proceeds of up to $300,000 (the 'Offering'). Each Unit will consist of one common share and one transferable common share purchase warrant (a 'Warrant') with a five-year term. Each Warrant will be exercisable to acquire one additional common share at an exercise price of $0.05 for thirty months from issuance and an exercise price of $0.10 thereafter until expiry.
The proceeds of the Offering will be used for a pilot-scale metallurgical test program including locked cycle tests, cerium removal and phosphate by-product development, customer development work, and jurisdiction and site analysis for the Company's proposed rare-earth extraction plant, and working capital. Certain Medallion directors and officers have arranged to partially fund the Offering with proceeds from the sale of shares of Medallion at a price of $0.03 per share through the facilities of the TSX Venture Exchange ('the Exchange').
A portion of the private placement is being made available to existing shareholders in accordance with the provisions of the existing shareholder exemption (the 'Existing Shareholder Exemption') contained in Multilateral CSA Notice 45-313. The Company has set July 4, 2016 as the record date for determining existing shareholders entitled to purchase Units pursuant to the Existing Shareholder Exemption. The Offering is also being conducted pursuant to available prospectus exemptions, including the accredited investor exemption. Any existing shareholder of Medallion interested in participating in the Offering should contact Donald Lay at the contact details below. If subscriptions received for the Offering based on all available exemptions exceed $300,000, Medallion may seek to increase the size of the Offering and obtain Exchange approval for such an increase. In the alternative, should Medallion not seek to increase the size of the Offering, where subscriptions exceed the maximum, the Units will be allocated pro rata amongst all subscribers qualifying under all available exemptions.
Medallion has agreed to pay a finders' fee of 8% of the gross proceeds funded by outside parties, payable in cash or Units, at the election of the finder, and will also grant finders' options equal to 8% of the Units sold through qualified finders. Each finder's option will be exercisable to acquire one common share of the Company at an exercise price of $0.05 per share, for a period of 24 months from the closing date.
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 securities legislation 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. Completion of the Offering remains subject to the approval of the Exchange.
About Medallion Resources
Medallion is focused on low-cost, near-term, rare-earth production by exploiting the mineral monazite. Monazite is a rare-earth phosphate that is available as a by-product of existing mining and mineral-sands sources, principally in the Indian Ocean basin. Rare earths are used in critical components for virtually all computing and mobile electronic products, as well as wind turbines, electric and hybrid vehicles, and strategic defense systems. Medallion is committed to following best practices and accepted international standards in all aspects of transport, processing and safe management of waste. More about Medallion (TSX-V: MDL, OTCPK: MLLOF, Frankfurt: MRD) can be found at medallionresources.com.
Donald Lay, President & CEO at +1.604.681.9558 or [email protected]
Investor Relations:R+R Consulting at +1.778.384.8923
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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 relating to the completion of the Offering, the use of proceeds thereof, future plans of Medallion, plans regarding purchasing or processing monazite, construction of a pilot plant, changes to Medallion's advisory board, and any other statements regarding objectives or goals, including words to the effect that Medallion or management expects a stated condition or result to occur. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties, including risks related to Medallion's ability to raise further financing, and the risks inherent in completing pilot plant-scale processing tests and applying the results to full-scale production 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, and therefore investors should not place undue reliance on forward looking 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. Except as required by law, the Company does not intend to revise or update these forward-looking statements after the date hereof or revise them to reflect the occurrence of future anticipated events.