Apollo Silver Corp. (“Apollo Silver” or the “Company”) (TSX.V:APGO, OTCQB:APGOF, Frankfurt:6ZF0) is pleased to announce that it has closed the first tranche of its previously announced larger non-brokered private placement (the “Offering”) and issued an aggregate of 3,000,000 units (the “Units”) at a price of $5.00 per Unit for aggregate gross proceeds of $ 15,000,000.
As previously announced, Eric Sprott, one of Apollo Silver’s largest shareholders, participated in the first tranche and subscribed for 2,500,000 Units, for gross proceeds of $12,500,000. The first tranche also included participation from Apollo Silver insiders, including certain directors and officers of the company.
Eric Sprott, through 2176423 Ontario Ltd., a company of which he is the beneficial owner, acquired 2,500,000 Units pursuant to the first tranche of the Offering for an aggregate consideration of $12,500,000. Prior to the Offering, Mr. Sprott owned and controlled 3,688,889 shares Shares and 1,388,889 Warrants, representing approximately 6.5% of the outstanding Shares on a non-diluted basis and 8.7% of the outstanding Shares on a partially diluted basis, upon the exercise of such Warrants.
As a result of the closing of the first tranche of the Offering, Mr. Sprott now owns and controls 6,188,889 Shares and 3,888,889 Warrants, representing approximately 10.3% of the outstanding Shares on a non-diluted basis and 15.8% of the outstanding Shares on a partially diluted basis, assuming the exercise of such Warrants. The securities are held for investment purposes.
Mr. Sprott takes a long-term view of the investment and may acquire additional securities in the future, including in the open market or through private acquisitions, or sell the securities, including in the open market or through private dispositions, depending on market conditions, restatement of plans and/or other relevant factors.
A copy of the early warning report regarding the foregoing will appear on Apollo Silver’s profile on SEDAR+ at www.sedarplus.ca and can also be obtained by calling Mr. Sprott’s office at (416) 945-3294 (2176423 Ontario Ltd., 7 King Street East, Suite 1106, Toronto Ontario M5C 3C5).
The first tranche of the Offering included the participation of certain Company insiders for an aggregate of 471,000 Units, for aggregate gross proceeds of $2,355,000. Such participation constitutes a ‘related party transaction’ under Multilateral Instrument 61-101 – Protection of minority security holders in special transactions (“MI 61-101”). The issuance of securities to insiders is exempt from the valuation requirement under section 5.5(b) of MI 61-101, as the Company’s shares are not listed on any specific market, and from the minority shareholder approval requirement under section 5.7(a) of MI 61-101, as the fair market value of the securities issued to related parties does not exceed twenty-five percent of the market capitalization of the Company.
A fund managed by Jupiter Asset Management has subscribed for Units under the Offering, which are expected to be issued in a subsequent and final tranche upon receipt of and subject to the completion of additional regulatory filings and acceptance by the TSX Venture Exchange (“TSXV”). The first tranche of the Offering remains subject to final approval by the TSXV.
“The participation of a major shareholder and Apollo Silver insiders reflects strong alignment around the strategic value of primary silver assets in the tightening silver markets,” said Ross McElroy, president and CEO of Apollo Silver. “This financing reinforces our positioning as a silver-focused company advancing large-scale assets in stable jurisdictions.”
Each Unit issued pursuant to the Offering consists of one common share (a “Share”) in the capital of the Company and one common Share Purchase Warrant (a “Warrant”). Each Warrant entitles the holder to purchase one Share at an exercise price of $7.00 for a period of 24 months from the closing date of the Offering.
In connection with subscriptions received in the first tranche of the Offering, the Company paid aggregate finder’s fees of $312,500 in the aggregate, consisting of 62,500 Units issued to Research Capital Corporation on the same terms as the Units issued under the Offering, except that the Warrants comprising such Units are non-transferable.
The securities issued under the first tranche of the Offering are subject to a holding period of four months from the date of closing. The Company intends to use the net proceeds from the Offering to advance the Calico Silver Project in San Bernardino, California; supporting community relations initiatives at the Cinco de Mayo Silver Project in Chihuahua, Mexico; coverage of ongoing property maintenance costs for both projects; and for general business purposes. The Offer remains subject to final acceptance by the TSXV.
The Shares have not been and will not be registered in the United States Securities Act of 1933as amended (the “US Securities Act”), or any US state securities laws, and may not be offered or sold in the United States absent registration under the US Securities Act and any applicable state securities laws or compliance with the requirements of an applicable exemption therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any 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 Apollo Silver Corp.
Apollo Silver is advancing one of the largest undeveloped primary silver projects in the US. The Calico project hosts a large, bulk mineable silver deposit with significant barite and zinc credits – recognized as critical minerals essential to the U.S. energy and medical sectors. The company also has an option on the Cinco de Mayo project in Chihuahua, Mexico, which hosts a large carbonate replacement (CRD) deposit that is both high-grade and large. Led by an experienced and award-winning management team, Apollo Silver is well positioned to advance the assets and deliver value through exploration and development.
Visit www.apollosilver.com for more information.
ON BEHALF OF THE BOARD OF DIRECTORS
Ross McElroy
Chairman and CEO
For more information please contact:
E-mail: info@apollosilver.com
Phone: +1 (604) 428-6128
Neither the 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.
Cautionary Note Regarding “Forward-Looking” Information
This press release contains “forward-looking statements” and “forward-looking information” within the meaning of Canadian securities legislation. All statements in this press release, other than statements of historical fact, are forward-looking statements, including, but not limited to, statements regarding the expected timing and receipt of final approval of the first tranche of the Offering, the expected timing and receipt of final approval of the next and final tranche of the Offering, and the intended use of proceeds from the Offering. Forward-looking statements include forecasts, projections and forecasts and are often, but not always, identified by the use of words such as “anticipate”, “believe”, “plan”, “estimate”, “expect”, “potential”, “goal”, “budget” and “intend” and statements that an event or result “may”, “will”, “should”, “could” or “might” be achieved and other similar expressions and include the negatives thereof.
Forward-looking statements are based on the reasonable assumptions, estimates, analyzes and opinions of the Company’s management, made in light of its experience and perception of trends, current conditions and expected developments, as well as other factors that the Company’s management believes to be relevant and reasonable in the circumstances as of the date such statements are made. Forward-looking information is based on reasonable assumptions made by the Company as of the date of such information and is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: risks associated with mineral exploration and development; metal and mineral prices; availability of capital; accuracy of the Company’s projections and estimates; realization of mineral resource estimates, interest rates and exchange rates; competition; fluctuations in stock prices; availability of drilling equipment and access; actual results of ongoing exploration activities; government regulation; political or economic developments; environmental risks; insurance risks; capital expenditure; operational or technical problems associated with development activities; employee relations; and changes in project parameters as plans are further refined. Forward-looking statements are based on assumptions that management believes reasonable, including but not limited to the price of silver, gold and barite; the demand for silver, gold and barite; the ability to conduct exploration and development activities; the timely receipt of any necessary approvals; the ability to obtain qualified personnel, equipment and services in a timely and cost-efficient manner; the ability to operate safely, efficiently and effectively; and the regulatory framework relating to environmental matters, and other assumptions and factors set out herein. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the 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 forward-looking statements will prove to be accurate or actual results, and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking information contained herein except in accordance with applicable securities laws. The forward-looking information contained herein is intended to assist investors in understanding the Company’s expected financial and operating performance and the Company’s plans and objectives and may not be appropriate for other purposes. The Company does not undertake to update any forward-looking information except in accordance with applicable securities laws.
#Apollo #Silver #Closes #Tranche #Million #Private #Placement #Including #Million #Insider #Investment