VANCOUVER, BRITISH COLUMBIA / ACCESSWIRE / April 24, 2014 /
Aston Bay Holdings Ltd. (TSX-V: BAY) ("Aston Bay" or the "Company")
is pleased to announce that it has signed a Memorandum of
Understanding ("MOU") with Lyncorp International Ltd. ("Lyncorp"),
a company wholly-owned by David Mullen, to purchase equipment
including, but not limited to, four Christensen CS10 Core Drills
and all associated equipment (the "Equipment"), comprising
approximately eight shipping containers of equipment in full.
"In a tight capital market, this agreement puts a large quantity
of valuable equipment on Aston Bay's balance sheet, enabling us to
prepare to drill for the 2015 season," said the CEO, Benjamin Cox.
"In addition, this win-win transaction shows that the Lyncorp group
places value on the Storm Copper project, and we welcome them as a
shareholder."
The MOU will be superseded by a definitive agreement that will
be entered into by the parties, which will provide that payment for
the Equipment will consist of 2,700,000 shares of Aston Bay subject
to receipt of TSX Venture Exchange approval. Additional payment
will consist of $325,000 CDN being payable to Lyncorp in 12 months
from the closing date of acquisition payable as negotiated by the
parties in the definitive agreement and which amount will be
secured against a portion of the Equipment, all subject to approval
of the TSX Venture Exchange. Lyncorp and the Company agree they
will have up to 45 days from the date of the MOU to the time of
closing of the transaction, which shall be the later of the date of
the share issuance to Lyncorp or the date when Aston Bay takes
possession of the Equipment. Closing of the acquisition is also
subject to, among other things, receipt of an appraisal for the
Equipment and confirmation that title to the Equipment is in good
standing. A submission for TSX Venture Exchange approval of the
acquisition of the Equipment will be made when a definitive
agreement has been entered into and the appraisal as noted above
has been obtained.
"This agreement demonstrates that the Company is working
creatively in a challenging capital market," said the COO, Bruce
Counts. "Board member Cliff Boychuk's extensive experience with
exploration drilling gives Aston Bay confidence that a drill
program can be managed in-house."
"Considering the cost of mobilizing a drill contractor to take
advantage of the sealift, this acquisition will let us mobilize an
extra drill for next year so that we can work in the Arctic with a
shorter season, and more efficiently; we can share a chopper, camp,
and other fixed costs between multiple drills," said Cliff Boychuk.
"Ideally, you want to go with extra equipment so that when
something breaks, you are not forced to fly up spare parts at short
notice. This transaction, when completed, will provide the Company
with the bits, hoses, heaters, and pumps so we are prepared to keep
on drilling, which will reduce our cost per meter while allowing us
to drill Storm."
SHARE ISSUANCE TO SATISFY SHORTFALL PENALTY
Subject to receipt of final approval by the TSX Venture
Exchange, Aston Bay proposes issuing an aggregate 203,777 common
shares to Commander Resources Ltd. ("Commander") in satisfaction of
a shortfall penalty of $35,407.75 payable in accordance with the
terms of the Letter of Agreement, as amended, between the Company
and Commander, the shortfall penalty arising as a result of a
shortfall of $141,631 in minimum exploration expenditures by Aston
Bay during the 2013 calendar year. In accordance with the terms of
the Letter of Agreement, Commander has granted Aston Bay the sole
and exclusive option to acquire a 70% right, title and interest in
and to the Storm Copper Target Area and the Seal Zinc Target Area
located on Somerset Island, Nunavut, Canada, and satisfaction of
the shortfall penalty is to maintain the option in good
standing.
The common shares to be issued to Commander in satisfaction of
the shortfall penalty will be subject to a hold period of four
months and one day from the date of issuance of the shares in
accordance with applicable securities legislation, as well as
subject to the "Exchange Hold Period" as defined in and required by
applicable Exchange policy.
Commander owns or exercises control or direction over more than
10% of the voting rights attached to Aston Bay's issued and
outstanding common shares, and issuance of shares to Commander in
satisfaction of the shortfall penalty constitutes a related party
transaction pursuant to TSX Venture Exchange Policy 5.9 and
Multilateral Instrument 61-101 - Protection of Minority Security
Holders in Special Transactions ("MI 61-101"). The Company intends
to rely on Section 5.5(a) of MI 61-101 for an exemption from the
formal valuation requirement and Section 5.7(1)(a) of MI 61-101 for
an exemption from the minority shareholder approval requirement of
MI 61-101 as the fair market value of the transaction insofar as
the transaction involves interested parties will not exceed 25% of
the Company's market capitalization.
About Aston Bay Holdings
Aston Bay Holdings Ltd. (TSX-V: BAY) is a publicly traded
mineral exploration company focused on the 345,033 acre Storm
Property located on northwest Somerset Island, Nunavut. The
property hosts the Storm Copper and Seal Zinc prospects. Aston Bay
holds the right to earn or buy up to a 100% undivided interest in
the Storm Property from Commander Resources Ltd. (TSX-V: CMD).
On behalf of the Board of Directors,
Benjamin Cox, Chief Executive Officer
Telephone: (360) 262-6969
For further information about Aston Bay Holdings Ltd or this
news release, please visit our website at
www.astonbayholdings.com.
Neither the TSX Venture Exchange Inc. 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.
This news release contains certain statements that may be deemed
"forward-looking statements". Forward-looking statements are
statements that are not historical facts and are generally, but not
always, identified by the words "expects", "plans", "anticipates",
"believes", "intends", "estimates", "projects", "potential" and
similar expressions, or that events or conditions "will", "would",
"may", "could" or "should" occur. Although the Company believes the
expectations expressed in such forward-looking statements are based
on reasonable assumptions, such statements are not guarantees of
future performance and actual results may differ materially from
those in forward-looking statements. Forward-looking statements are
based on the beliefs, estimates and opinions of the Company's
management on the date the statements are made. Except as required
by law, the Company undertakes no obligation to update these
forward-looking statements in the event that management's beliefs,
estimates or opinions, or other factors, should change.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT
FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED
HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND
WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE
OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS
REGISTERED OR EXEMPT THEREFROM.
THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED
STATES OR TO U.S. NEWS AGENCIES
SOURCE: Aston Bay Holdings Ltd.
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