| ||May 30, 2017|
| ||Vancouver, BC, May 30, 2017 -- Philippine Metals Inc. ("PMI" or the "Company") is pleased to provide the following corporate update.|
Private Placement Financing: PMI will be proceeding with a non-brokered private placement of up to 2,000,000 units (the "Units") at a price of $0.05 per Unit for gross proceeds of up to $100,000. Each Unit will include one common share of the Company (a "Share") and one half of one transferable common share purchase warrant (each full warrant, a "Warrant"). Each Warrant will entitle the holder to acquire Share at a price of $0.10 for a period of 24 months. The net proceeds of the private placement will be used for general working capital purposes.
Shares for Debt Settlement: The Company also announces it has entered into an agreement to settle $152,500 of outstanding debt obligations owed to certain members of management and board of directors through the issuance of 3,050,000 Shares at a deemed price of $0.05 per Share (the "Debt Settlement"). The issuance of the Shares is subject to the approval of the TSX Venture Exchange. In accordance with applicable securities laws, the Shares will be subject to a hold period of four months and one day from the date of completion of the Debt Settlement. The Debt Settlement is a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). However, the Debt Settlement will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101.
Sale of Mexican Subsidiary: Furthermore, the Company wishes to announce the planned sale of all of the issued and outstanding shares of its subsidiary, Compania Minera Coronado S.A. de C.V. ("Coronado"). Coronado holds a 100% interest, subject to a 3.5% net smelter royalty, in the Cuatro Ciénegas Project (See News Release dated April 22, 2015), which consists of six concessions totaling approximately 3,408 hectares in the state of Coahuila, Mexico for consideration of $1 and the foregiveness of outstanding 3rd party loans totalling approximately $196,000. Additionally, as a result of the sale, all amounts owed by Coronado, including all unpaid Mexican property taxes, will be assumed by the purchaser, which as at December 31, 2016 amounted to approximately $98,000.
New Director: The Company is pleased to appoint Mr. Paul Bains to its Board of Directors. Mr. Bains has in excess of 20 years of investment management experience. Most recently, he was a Founding Partner in an investment management firm and was its Chief Compliance Officer in both its Canadian and US operations. Mr. Bains is currently the Managing Director of a multi-family office and holds and MBA in Finance. He is currently a Vice Chair of the Canada India Network Society and a member of the Finance Committee of the Surrey Memorial Hospital Foundation.
Other: The Company continues to work towards a resolution of the outstanding legal and other issues facing its various properties in the Philippines. While the mining industry in the Philippines continues to be a challenging operating environment, management continues to diligently pursue various strategic alternatives to generate value for its shareholders from its Philippine assets. Additionally, the Company is reviewing additional properties and opportunities to enhance its existing property portfolio and as a separate matter will be continuing its incorporation from Alberta to British Columbia.
The transactions contemplated herein may be subject to, among other things, the approval of the TSX Venture Exchange and certain other regulatory agencies.
ON BEHALF OF THE BOARD
"Craig T. Lindsay"
Chief Executive Officer
For additional information, please contact:
Tel: (604) 683-2507
Neither TSX Venture Exchange nor its Regulation Services Provider (as defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This News Release does not constitute an offer to sell or a solicitation of an offer to sell any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or any State securities laws, and may not be offered or sold within the United States or to US Persons unless registered under the US Securities Act and applicable State securities laws, or an exemption from such registration is available.
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