Latest news with #U.S.SecuritiesAct
Business Wire
7 hours ago
- Business
- Business Wire
Greenland Resources Announces Follow-On Closing of a $1.5 Million Financing
TORONTO--(BUSINESS WIRE)--Greenland Resources Inc. (' Greenland Resources ' or the ' Company '; Cboe CA: MOLY | FSE: M0LY) is pleased to announce that it has completed a non-brokered private placement with a single investor of 1,000,000 units of the Company (the ' Units ') at a price of C$1.50 per Unit (the ' Offering Price ') for aggregate gross proceeds to the Company of C$1,500,000 (the ' Offering '). Each Unit comprises one common share of the Company (a ' Common Share ') and one Common Share purchase warrant (each, a ' Warrant '). Each Warrant is exercisable to acquire one Common Share (a ' Warrant Share ') at a price of C$2.00 per Warrant Share for a period of 24 months from the date hereof. The Company intends to use the proceeds from the Offering to continue detailed engineering studies and magnesium metallurgical studies for the Malmbjerg Project in Greenland, as well as fund capex and offtaking negotiations and for general corporate and working capital purposes. No finder's fees, commissions or other compensation were paid in connection with the Offering. Any sales of Units to persons in the United States are made to 'Accredited Investors' pursuant to Rule 506 of Regulation D (including 'Qualified Institutional Buyers' as defined in Rule 144A who are also 'Accredited Investors') adopted by the United Stated Securities and Exchange Commission under the United States Securities Act of 1933, as amended (the ' U.S. Securities Act '). The securities described herein have not been, and will not be, registered under the U.S. Securities Act, or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction. The Company continues to progress in its discussions with supranational banks and strategic investors on the equity part of the capex. Greenland Resources Inc. Greenland Resources is a Canadian public company with the Ontario Securities Commission as its principal regulator and is focused on the development of its 100% owned Climax type primary molybdenum deposit located in central east Greenland. The Project has also magnesium as a byproduct, a market dominated 89% by China. The Malmbjerg project is an open pit operation with an environmentally friendly mine design focused on reduced water usage, low aquatic disturbance and low footprint due to modularized infrastructure. The Malmbjerg project benefits from an NI 43-101 Definitive Feasibility Study completed by Tetra Tech in 2022, with an US$820 million capex and a levered after-tax IRR of 33.8% and payback of 2.4 years, using US$18 per pound molybdenum price. The Proven and Probable Reserves are 245 million tonnes at 0.176% MoS2, for 571 million pounds of contained molybdenum metal. As the high-grade molybdenum is mined for the first half of the mine life, the average annual production for years one to ten is 32.8 million pounds per year of contained molybdenum metal at an average grade of 0.23% MoS2, approximately 25% of EU total yearly consumption and 100% of EU defence needs. On byproduct magnesium, the project uses approximately 35,000 m3 per day of saline water with around 900 ppm of magnesium and the Company is working on extracting magnesium from the saline water using innovative technologies. In addition, the molybdenum concentrate has a magnesium component. The Company is aiming to incorporate magnesium in the economics of the feasibility study. On June 19, 2025, The Company was awarded an exploitation license for molybdenum and magnesium. With offices in Toronto, the Company is led by a management team with an extensive track record in the mining industry and capital markets. For further details, please refer to our web site ( and our Canadian regulatory filings on Greenland Resources' profile at The Project is supported by the European Raw Materials Alliance (ERMA). ERMA is managed by EIT RawMaterials, an organization within the EIT, a body of the European Union. Forward Looking Statements This news release contains 'forward-looking information' (also referred to as 'forward looking statements'), which relate to future events or future performance and reflect management's current expectations and assumptions. Often, but not always, forward-looking statements can be identified by the use of words such as 'plans', 'hopes', 'expects', 'is expected', 'budget', 'scheduled', 'estimates', 'forecasts', 'intends', 'anticipates', or 'believes' or variations (including negative variations) of such words and phrases, or state that certain actions, events or results 'may', 'could', 'would', 'might' or 'will' be taken, occur or be achieved. Such forward-looking statements reflect management's current beliefs and are based on assumptions made by and information currently available to the Company. All statements, other than statements of historical fact, are forward-looking statements or information. Forward-looking statements or information in this news release relate to, among other things: the Company's objectives, goals or future plans, receipt of regulatory and other approvals, anticipated use of proceeds from the Offering, exploration results, potential mineralization, the estimation of mineral resources and reserves and their valuation, exploration and mine development plans, timing of the commencement of operations, estimates of market conditions, the Company's ability to supply molybdenum to the EU, the EU's future expected demand for molybdenum, the Company's ability to commercialize the project, the applications and benefits of magnesium, and the Company's intentions regarding its objectives, goals or future plans and statements. These forward-looking statements and information reflect the Company's current views with respect to future events and are necessarily based upon a number of assumptions that, while considered reasonable by the Company, are inherently subject to significant operational, business, economic and regulatory uncertainties and contingencies. These assumptions include: future planned development and other activities on the Project; an inability to finance the Company including successfully concluding off-take arrangements, banking facilities and strategic investment; obtaining the permitting on the Project in a timely manner; no adverse changes to the planned operations of the Project; continued favourable relationships with local communities; current EU and other initiatives remaining in place into the future; expected demand for molybdenum in the EU and abroad, including by companies that expressed an interest in purchasing molybdenum; our mineral reserve estimates including magnesium and the assumptions upon which they are based, including geotechnical and metallurgical characteristics of rock confirming to sampled results and metallurgical performance; tonnage of ore to be mined and processed; ore grades and recoveries; assumptions and discount rates being appropriately applied to the technical studies; estimated valuation and probability of success of the Company's projects, including the Malmbjerg molybdenum project; prices for molybdenum remaining as estimated; currency exchange rates remaining as estimated; availability of funds for the Company's projects; capital decommissioning and reclamation estimates; mineral reserve and resource estimates and the assumptions upon which they are based; prices for energy inputs, labour, materials, supplies and services (including transportation); no labour-related disruptions; no unplanned delays or interruptions in scheduled construction and production; all necessary permits, licenses and regulatory approvals are received in a timely manner; the Offering proceeds are used as anticipated; and the ability to comply with environmental, health and safety laws. The foregoing list of assumptions is not exhaustive. The Company cautions the reader that forward-looking statements and information include known and unknown risks, uncertainties and other factors that may cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements or information contained in this news release and the Company has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: favourable local community support for the Project's development; the projected demand for molybdenum and magnesium both in the EU and elsewhere, including by companies that expressed an interest in purchasing molybdenum and magnesium; the current initiatives and programs for resource development in the EU and abroad; the projected and actual status of supply chains, labour market, currency and commodity prices interest rates and inflation; the projected and actual status of the global and Canadian capital markets, fluctuations in molybdenum, magnesium and commodity prices; fluctuations in prices for energy inputs, labour, materials, supplies and services (including transportation); fluctuations in currency markets (such as the Canadian dollar versus the U.S. dollar versus the Euro); operational risks and hazards inherent in the business of mining (including environmental accidents and hazards, industrial accidents, equipment breakdown, unusual or unexpected geological or structure formations, cave-ins, flooding and severe weather); inadequate insurance, or the inability to obtain insurance, to cover these risks and hazards; our ability to obtain all necessary permits, licenses and regulatory approvals in a timely manner; changes in laws, regulations and government practices in Greenland, including environmental, export and import laws and regulations; legal restrictions relating to mining; risks relating to expropriation; increased competition in the mining industry for equipment and qualified personnel; the availability of additional capital; title matters and the additional risks identified in our filings with Canadian securities regulators on SEDAR+ in Canada (available at Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated, described, or intended. Investors are cautioned against undue reliance on forward-looking statements or information. These forward-looking statements are made as of the date hereof and, except as required by applicable securities regulations, the Company does not intend, and does not assume any obligation, to update the forward-looking information. Neither the Cboe Canada Exchange nor its regulation services provider accepts responsibility for the adequacy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. The securities described herein have not been, and will not be, registered under the U.S. Securities Act, or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction. These forward-looking statements are made as of the date hereof and, except as required by applicable securities regulations, the Company does not intend, and does not assume any obligation, to update the forward-looking information. Neither Cboe Canada Inc. nor its regulation services provider accepts responsibility for the adequacy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
Toronto Star
3 days ago
- Business
- Toronto Star
XORTX Completes USD $114,500 Private Placement
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES CALGARY, Alberta, Aug. 08, 2025 (GLOBE NEWSWIRE) — XORTX Therapeutics Inc. ('XORTX' or the 'Company') (NASDAQ: XRTX | TSXV: XRTX | Frankfurt: ANU), a late-stage clinical pharmaceutical company focused on developing innovative therapies to treat gout and progressive kidney disease, announces the closing of its previously announced non-brokered private placement of units ('Units'), whereby it issued 156,849 Units at a price of US$0.73 per Unit for aggregate gross proceeds of US$114,500 (the 'Offering'). Under the Offering, each Unit consisted of one common share in the capital of the Company ('Common Share') and one common share purchase warrant ('Warrant'). Each Warrant entitles the holder thereof to purchase one additional Common Share at a price of US$1.20 for a period of sixty (60) months following the date of issuance provided, however, that if the closing price of the Common Shares on the Nasdaq is greater than US$2.00 for ten (10) or more consecutive trading days, the Warrants will be accelerated and will expire on the 30th business day following the date of such notice. Closing of the Offering was conditionally approved by the TSX Venture Exchange ('TSXV'), and the securities issued under the Offering are subject to a four-month and one-day statutory hold period. The Company intends to use the proceeds of the Offering for gout programs, general corporate and working capital purposes. No finder's fees were paid in connection with the Offering. ARTICLE CONTINUES BELOW The securities have not and will not be registered under the U.S. Securities Act of 1933, as amended (the 'U.S. Securities Act'), or any applicable state securities laws and may not be offered or sold to, or for the account or benefit of, persons in the United States or 'U.S. persons,' as such term is defined in Regulation S promulgated under the U.S. Securities Act, absent registration or an exemption from such 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. About XORTX Therapeutics Inc. XORTX is a pharmaceutical company with three clinically advanced products in development: 1) our lead program XRx-026 program for the treatment of gout; 2) XRx-008 program for ADPKD; and 3) XRx-101 for acute kidney and other acute organ injury associated with respiratory virus infections. In addition, the Company is developing XRx-225, a pre-clinical stage program for Type 2 diabetic nephropathy. XORTX is working to advance products that target aberrant purine metabolism and xanthine oxidase to decrease or inhibit production of uric acid. At XORTX, we are dedicated to developing medications that improve the quality of life and health of individuals with gout and other important diseases. Additional information on XORTX is available at For more information, please contact: Forward Looking Statements Statements contained in this news release that are not historical facts are 'forward-looking information' or 'forward-looking statements' within the meaning of applicable Canadian securities laws. Such forward-looking statements or information are provided to inform the Company's shareholders and potential investors about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Any such forward-looking information may be identified by words such as 'anticipate', 'proposed', 'estimates', 'would', 'expects', 'intends', 'plans', 'may', 'will', and similar expressions, although not all forward-looking information contains these identifying words. More particularly and without limitation, the forward-looking information in this news release includes (i) expectations regarding the Company's current and future financing plans; (ii) expectations concerning the Company's plans and objectives in respect of the Offering's gross proceeds; and (iii) expectations regarding the Company's business plans and operations. Forward-looking information is based on a number of factors and assumptions that have been used to develop such information, but which may prove to be incorrect and are inherently subject to significant business, economic and competitive uncertainties, and contingencies. The material factors and assumptions used in preparing the forward-looking information contained herein include, among others, our ability to obtain additional financing; the accuracy of our estimates regarding expenses, future revenues and capital requirements; the success and timing of our preclinical studies and clinical trials; the performance of third-party manufacturers and contract research organizations; our plans to develop and commercialize our product candidates; our plans to advance research in other kidney disease applications; and our ability to obtain and maintain intellectual property protection for our product candidates. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, undue reliance should not be placed on forward-looking information because the Company can give no assurance that such expectations will prove to be correct. The forward-looking information in this news release reflects the Company's current expectations, assumptions and/or beliefs based on information currently available to the Company. Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or expressly qualified by this cautionary statement. More detailed information about the risks and uncertainties affecting XORTX is contained under the heading 'Risk Factors' in XORTX's Annual Report on Form 20-F filed with the SEC, which is available on the SEC's website, (including any documents forming a part thereof or incorporated by reference therein), as well as in our reports, public disclosure documents and other filings with the securities commissions and other regulatory bodies in Canada, which are available on 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 of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
Business Wire
3 days ago
- Business
- Business Wire
LibertyStream Announces Closing of Promissory Note Financing
CALGARY, Alberta--(BUSINESS WIRE)-- LibertyStream Infrastructure Partners Inc. (TSXV: LIB | OTCQB: VLTLF | FSE: I2D) (' LibertyStream ' or the ' Company ') is pleased to announce that it has closed its previously-announced offering of 12% promissory notes (the ' Notes ') for aggregate gross proceeds of $3,530,000 (the ' Offering '). Pathfinder Asset Management Ltd. (' Pathfinder ') purchased $3,400,000 aggregate principal amount of Notes under the Offering, which Notes are senior and secured against all of the Company's present and after-acquired property. The remaining $130,000 aggregate principal amount of the Notes were purchased by Alex Wylie, the Company's President and Chief Executive Officer. The Notes purchased by Mr. Wylie are unsecured The principal balance of each Note will be payable on August 8, 2026 (the ' Maturity Date '), provided that the Company shall have the right to redeem and repay the Notes at any time prior the Maturity Date, in whole or in part, without notice, bonus or penalty. The Notes bear simple interest at a rate of 12% per annum, with interest payable on the Maturity Date. The Company intends to use the proceeds from the Notes to complete the purchase of the refining unit ($2,100,000) (as disclosed in the Company's press release dated July 31, 2025) and for general working capital purposes ($1,430,000) or for such other purposes as the Company may determine to be appropriate in its sole discretion. In connection with the Offering, the Company issued an aggregate of 3,004,255 common shares in the capital of the Company (the ' Bonus Shares ') to Pathfinder and Mr. Wylie. The Bonus Shares represent a value equal to 20% of the principal amount of the Notes, calculated at a price of $0.235 per Bonus Share which was the closing price of the Company's common shares on July 31, 2025 prior to the announcement of the Offering. The Bonus Shares are subject to a four month hold period commencing on August 8, 2025, in accordance with applicable Canadian securities laws and the policies of the Exchange. This news release does not constitute an offer to sell or a solicitation of an offer to sell any securities of the Company in the United States. The Notes and Bonus Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the ' U.S. Securities Act ') or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or except where an exemption from such registration is available. Alex Wylie, the Company's President and Chief Executive Officer, acquired $130,000 aggregate principal amount of Notes and 110,638 Bonus Shares. Accordingly, the Offering constitutes a 'related party transaction' as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (' MI 61-101 '). The Company is relying on the exemptions for the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(b) of MI 61-101, as the Notes are not listed, and will not be listed, on a specified market and the fair market value of the Notes and Bonus Shares being issued to the related party does not exceed $2,500,000, as determined in accordance with MI 61-101. The Company has not filed a material change report with respect to the participation of the insiders at least 21 days prior to the closing as the related party participation had not been determined at such time. About LibertyStream Infrastructure Partners LibertyStream is a lithium development and technology company aiming to be one of North America's first commercial producers of lithium carbonates from oilfield brine. Our strategy is to generate value for shareholders by leveraging management's hydrocarbon experience to deploy our proprietary DLE technology directly into existing oil and gas infrastructure, thereby reducing capital costs, lowering risks and supporting the world's clean energy transition. With four differentiating pillars, and a proprietary DLE technology and process, LibertyStream's innovative approach to development is focused on generating the highest lithium recoveries with lowest costs, positioning us for future commercialization. We are committed to operating efficiently and with transparency across all areas of the business staying sharply focused on creating long-term, sustainable shareholder value. Investors and/or other interested parties may sign up for updates about the Company's continued progress on its website: This news release does not constitute an offer to sell or a solicitation of an offer to sell any securities of the Company in the United States. The Notes and Bonus Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the ' U.S. Securities Act ') or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or except where an exemption from such registration is available. Forward Looking Statements This news release includes certain 'forward-looking statements' and 'forward-looking information' within the meaning of applicable Canadian securities laws. When used in this news release, the words 'anticipate', 'believe', 'estimate', 'expect', 'target', 'plan', 'forecast', 'may', 'will', 'would', 'could', 'schedule' and similar words or expressions, identify forward-looking statements or information. Statements, other than statements of historical fact, may constitute forward-looking information and include, without limitation, the use of proceeds of the Offering. With respect to the forward-looking information contained in this press release, the Company has made numerous assumptions. While the Company considers these assumptions to be reasonable, these assumptions are inherently subject to significant uncertainties and contingencies and may prove to be incorrect. Additionally, there are known and unknown risk factors which could cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained herein including the risk of delay in completing the purchase of the Refining Unit, the risk that management's production estimates relating to the Refining Unit turn out to be incorrect, and generally, those known risk factors outlined in the Company's annual information form for the year ended June 30, 2024, the Management's Discussion and Analysis for the six months ended December 31, 2024, and the (final) short form base shelf prospectus dated July 20, 2023. All forward-looking information herein is qualified in its entirety by this cautionary statement, and the Company disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law. 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 press release.
Cision Canada
3 days ago
- Business
- Cision Canada
TARGA ANNOUNCES NON-BROKERED $500,000 PRIVATE PLACEMENT OF FLOW THROUGH SHARES
VANCOUVER, BC, Aug. 8, 2025 /CNW/ - Targa Exploration Corp. (CSE: TEX) (FRA: V6Y) (OTCQB: TRGEF) (" Targa" or the " Company") today announced a non-brokered private placement for gross proceeds of up to C$500,000 (the " Offering"). The Offering will consist of the sale of flow-through shares of the Company (each, an " FT Share") at a price of C$0.15 per FT share. Each FT Share will be issued as a "flow-through share" as defined in subsection 66(15) of the Income Tax Act (Canada) and in section 359.1 of the Quebec Tax Act with respect to purchasers in Quebec. The net proceeds of the Offering will be used for exploration of the Company's Opinaca gold project. The gross proceeds from the issuance of the FT Shares will be used to incur eligible "Canadian exploration expenses" in Quebec that qualify as "flow-through mining expenditures" as such terms are defined in the Income Tax Act (Canada). The Company has agreed to renounce such qualifying expenditures with an effective date of no later than December 31, 2025, in an amount of not less than the total amount of the gross proceeds raised from the issuance of FT Shares, and incur such expenses by December 31, 2026. Closing of the Offering is anticipated to occur on or about August 22, 2025 (the "Closing Date") and is subject to customary closing conditions. In connection with the Offering, the Company may pay finder's fees to eligible finders. All securities issued in connection with the Offering will be subject to a statutory hold period of four months and a day from the Closing Date. The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction. About the Opinaca Gold Project The Opinaca Project is located in the James Bay region of Quebec, approximately 45km south of the all-season Trans-Taiga Road and 140km northeast of the Eleonore gold mine. The Opinaca Project covers 85,267 contiguous hectares of the Opinaca geological sub-province, dominantly a metasedimentary region with neoarchean-aged igneous intrusions including of the Vieux Comptoir suite of granites. Till sampling and prospecting work in 2023 and 2024 has identified a 7km-long gold target trend near the center of the project. Boulder sampling in 2024 returned a dozen boulders with anomalous (>0.1g/t) gold values, including up to 6.7g/t Au. A recent airborne magnetic survey has identified a 4km magnetic anomaly at the center of the gold trend. About Targa Targa Exploration Corp. (CSE: TEX | FRA: V6Y | OTCQB: TRGEF) is a Canadian exploration company engaged in the acquisition, exploration, and development of gold mineral properties with headquarters in Vancouver, British Columbia. Targa's principal asset is it's Opinaca Gold Project where a significant gold-in-till anomaly has been identified over a strike length of 7km. Targa is planning a maiden drill program at Opinaca in 2025. Contact Information: For more information and to sign-up to the mailing list, please contact: Cameron Tymstra, CEO and President Tel: 416-668-1495 Email: [email protected] Website: This news release includes certain "Forward‐Looking Statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward‐looking information" under applicable Canadian securities laws. When used in this news release, the words "anticipate", "believe", "estimate", "expect", "target", "plan", "forecast", "may", "would", "could", "schedule" and similar words or expressions, identify forward‐looking statements or information. These forward‐looking statements or information relate to, among other things: obtaining the required regulatory approvals; completion of the Offering; the anticipated Closing Date; the proposed use of proceeds of the Offering; the tax treatment of the FT Shares; the renouncement of applicable expenditures; and the exploration and development of the Company's properties. Forward‐looking statements and forward‐looking information relating to any future mineral production, liquidity, enhanced value and capital markets profile of Targa, future growth potential for Targa and its business, and future exploration plans are based on management's reasonable assumptions, estimates, expectations, analyses and opinions, which are based on management's experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances, but which may prove to be incorrect. Assumptions have been made regarding, among other things, the price of lithium and other metals; costs of exploration and development; the estimated costs of development of exploration projects; Targa's ability to operate in a safe and effective manner and its ability to obtain financing on reasonable terms. These statements reflect Targa's respective current views with respect to future events and are necessarily based upon a number of other assumptions and estimates that, while considered reasonable by management, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance, or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward‐looking statements or forward-looking information and Targa has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: price volatility of lithium and other metals; risks associated with the conduct of the Company's mineral exploration activities in Canada; regulatory, consent or permitting delays; risks relating to reliance on the Company's management team and outside contractors; the Company's inability to obtain insurance to cover all risks, on a commercially reasonable basis or at all; currency fluctuations; risks regarding the failure to generate sufficient cash flow from operations; risks relating to project financing and equity issuances; risks and unknowns inherent in all mining projects, including the inaccuracy of reserves and resources, metallurgical recoveries and capital and operating costs of such projects; contests over title to properties, particularly title to undeveloped properties; laws and regulations governing the environment, health and safety; the ability of the communities in which the Company operates to manage and cope with the implications of public health crises; the economic and financial implications of public health crises to the Company; operating or technical difficulties in connection with mining or development activities; employee relations, labour unrest or unavailability; the Company's interactions with surrounding communities; the Company's ability to successfully integrate acquired assets; the speculative nature of exploration and development, including the risks of diminishing quantities or grades of reserves; stock market volatility; conflicts of interest among certain directors and officers; lack of liquidity for shareholders of the Company; litigation risk; and the factors identified under the caption "Risk Factors" in Targa's management discussion and analysis and other public disclosure documents. Readers are cautioned against attributing undue certainty to forward‐looking statements or forward-looking information. Although Targa has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be anticipated, estimated or intended. Targa does not intend, and does not assume any obligation, to update these forward‐looking statements or forward-looking information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements or information, other than as required by applicable law. Neither the Canadian Securities Exchange nor the Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
Yahoo
5 days ago
- Business
- Yahoo
First Quantum Minerals Announces Pricing and Upsizing of Senior Notes Offering
(In United States dollars, except where noted otherwise) TORONTO, Aug. 06, 2025 (GLOBE NEWSWIRE) -- First Quantum Minerals Ltd. ('First Quantum' or the 'Company') (TSX: FM) announces that it has successfully completed the pricing of its offering (the 'Offering') of $1.0 billion aggregate principal amount of 7.250% senior notes due 2034 (the 'Notes'). The original offering amount of the Notes of $750 million has been increased to $1.0 billion. The issue price of the Notes is 100.000%. Interest on the Notes will accrue from the issue date at a rate of 7.250% per annum and will be payable semi-annually. Settlement is expected to take place on or about August 20, 2025, subject to customary conditions precedent for similar transactions. The Notes will be senior unsecured obligations of the Company and will be guaranteed by certain of the Company's subsidiaries. The Company intends to apply the gross proceeds from the sale of the Notes, together with cash on balance sheet, to fund the tender offer for its existing 6.875% senior notes due 2027, to refinance a portion of its existing 9.375% senior secured second lien notes due 2029 and to pay related fees, costs and expenses. For further information, visit our website at or contact: Investor Relations: Bonita To, Director, Investor Relations(416) 361-6400 Toll-free: 1 (888) 688-6577E-Mail: info@ Media Relations:James Devas, Manager, Corporate Affairs+44 207 291 6630E-Mail: IMPORTANT DISCLAIMER The information in this announcement does not constitute a notice of redemption or the solicitation to purchase any securities of the Company, or an offer of securities for sale in the United States or any other jurisdiction. Securities may not be offered or sold in the United States unless they are registered or are exempt from the registration of the U.S. Securities Act of 1933, as amended (the 'U.S. Securities Act'). The Notes will not be registered under the U.S. Securities Act, or the securities laws of any state of the U.S. or other jurisdictions and the Notes will not be offered or sold within the U.S. or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S of the U.S. Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and the applicable laws of other jurisdictions. The Company does not intend to conduct a public offering in the United States or any other jurisdiction. It may be unlawful to distribute this announcement in certain jurisdictions. The information in this announcement does not constitute an offer, or a solicitation of an offer, of securities for sale in the United States, Canada, the EEA, the UK, Switzerland, Panama, Hong Kong, Japan, Singapore, or any other jurisdiction in which such an offer, solicitation or sale is not permitted. In member states of the EEA, this announcement and any offer of the securities referred to herein in any Member State of the European Economic Area ('EEA') will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of the securities referred to herein. Accordingly, any person making or intending to make an offer in a Member State of Notes which are the subject of the offering contemplated may only do so in circumstances in which no obligation arises for the company or any of the initial purchasers to publish a prospectus pursuant to Article 3 of the Prospectus Regulation, in each case, in relation to such offer. Neither the company nor the initial purchasers have authorized, nor do they authorize, the making of any offer of Notes in circumstances in which an obligation arises for the company or the initial purchasers to publish a prospectus for such offer. The expression 'Prospectus Regulation' means Regulation (EU) 2017/1129. The securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, 'MiFID II') or (ii) a customer within the meaning of Directive 2016/97/EU (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the 'PRIIPs Regulation') for offering or selling the securities or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation. The securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ('UK'). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ('EUWA'); or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (as amended, the 'UK PRIIPs Regulation') for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation. In the UK, this announcement and any offer of the securities referred to herein in the UK will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of the securities referred to herein. Accordingly, any person making or intending to make an offer in the UK of Notes which are the subject of the offering contemplated may only do so in circumstances in which no obligation arises for the company or any of the initial purchasers to publish a prospectus pursuant to Article 3 of the UK Prospectus Regulation, in each case, in relation to such offer. Neither the company nor the initial purchasers have authorized, nor do they authorize, the making of any offer of Notes in circumstances in which an obligation arises for the company or the initial purchasers to publish a prospectus for such offer. The expression 'UK Prospectus Regulation' means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA. Neither the content of the company's website nor any website accessible by hyperlinks on the company's website is incorporated in, or forms part of, this announcement. The distribution of this announcement into certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation or the UK Prospectus Regulation. This communication is only directed at (i) persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, (the 'Order'), or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) persons to whom it would otherwise be lawful to distribute to or direct at, all such persons together being referred to as 'relevant persons'. The Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents. This announcement is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities referred to herein in Canada. No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon this announcement or the merits of the securities referred to herein, and any representation to the contrary is an offence. CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION Certain information contained in this news release constitutes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and 'forward-looking information' under applicable Canadian securities legislation. The forward-looking statements and forward-looking information in this news release include, among other things, the timing of the closing of the Offering and the expected uses of proceeds of the Offering. Often, but not always, forward-looking statements or information can be identified by the use of words such as 'plans', 'expects' or 'does not expect', 'is expected', 'budget', 'scheduled', 'estimates', 'forecasts', 'intends', 'anticipates' or 'does not anticipate' or 'believes' or variations of such words and phrases or statements that certain actions, events or results 'may', 'could', 'would', 'might' or 'will' be taken, occur or be achieved. With respect to forward-looking statements and information contained herein, the Company has made numerous assumptions including, among other things, assumptions about the ability to price the Notes on terms that are acceptable to the Company, the timing of the closing of the Offering and the ability to achieve the Company's goals. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These factors include, but are not limited to, events generally impacting global economic, financial, political and social stability. See the Company's Annual Information Form and other documents filed with the securities regulators or similar authorities in Canada (accessible under the Company's profile on SEDAR+ at for additional information on risks, uncertainties and other factors relating to the forward-looking statements and information. Although the Company has attempted to identify factors that would cause actual actions, events or results to differ materially from those disclosed in the forward-looking statements or information, there may be other factors that cause actual results, performances, achievements or events not to be anticipated, estimated or intended. Also, many of these factors are beyond First Quantum's control. Accordingly, readers should not place undue reliance on forward-looking statements or information. The Company undertakes no obligation to reissue or update forward-looking statements or information as a result of new information or events after the date hereof except as may be required by law. All forward-looking statements and information contained herein are expressly qualified by this cautionary in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
