Freyja Resources Inc. (TSX VENTURE:FRA) (“Freyja” or the “Corporation”) is pleased to announce that on February 28, 2014 it completed its previously announced $1,020,000 share exchange (the “Share Exchange”) pursuant to a share exchange arrangement entered into with Global Resources Investment Ltd. (“GRIT”), an equity private placement of 1,827,100 units (the “Units”) at a price of $0.17 per Unit for aggregate gross proceeds to the Corporation of $$310,517 (the “Unit Offering”) and a private placement of 750 units (the “Debenture Units”) at a price of $820 per Debenture Unit for gross proceeds of $615,000 (the “Debenture Offering”).
“The successful closing of almost $2 million in financings will allow us to both proceed with the important next phases of our exploration program at the Las Cristinas copper/silver project in Northern Mexico as well as carefully planning the future activities for the long-term development of our flagship project,” said President and CEO Andre St-Michel. He concluded: “I view the recently announced assay results of our systematic 2013 sampling program and the support we are getting from the investment community as very encouraging as we continue to make progress on our hybrid exploration/production business model.”
Pursuant to the Share Exchange, Freya acquired 564,366 ordinary shares of GRIT (the “GRIT Shares”), which were listed on the London Stock Exchange’s main market in connection with GRIT’s re-registration as a public company and constitution as a UK Investment Trust with the name “Global Resources Investment Trust Plc.” in exchange for 6,000,000 common shares of Freyja (the “Common Shares”). The Common Shares were issued at a deemed price of $0.17 per share of Freyja and the GRIT Shares were issued at a deemed price of GBP1.00 per share for an aggregate value of approximately $1,020,000. For further details regarding the Share Exchange, please see Freyja’s press release dated February 5, 2014.
In connection with the Share Exchange, Freyja issued 491,176 Common Shares with a deemed value of $83,500 to Jordan Capital Markets Inc. (“JCMI”), an arm’s length party, pursuant to a finder’s agreement dated February 14, 2014. Pursuant to applicable securities laws, the Common Shares issued to Jordan Capital Markets Inc. will be subject to four month hold period expiring on June 29, 2014.
Freyja completed the Unit Offering and, pursuant to applicable securities laws, issued an aggregate 1,827,100 Units at a price of $0.17 per Unit for gross proceeds of $$310,517. Each Unit is comprised of one Common Share and one-half of one Common Share purchase warrant with each whole warrant (a “Warrant”) entitling the holder to acquire a Common Share for a period of two (2) years at an exercise price of $0.27 per Common Share. For further details regarding the Unit Offering, please see Freyja’s press release dated February 5, 2014.
In connection with the Unit Offering, Freyja paid $1,632 and issued 9,600 non-transferable options to purchase Units (the “Finder’s Options”) to an arm’s length third party pursuant to a finders agreement. Each Finder’s Option entitles the holder to purchase one Unit for a period of eighteen (18) months from the closing of the Offering at an exercise price of $0.17 per Unit. Pursuant to applicable securities laws, the Finder’s Options and the underlying securities will be subject to four month hold period expiring on June 29, 2014.
Finally, Freyja completed the Debenture Offering and, pursuant to applicable securities laws, issued an aggregate 750 Debenture Units at a price of $820 per Debenture Unit for gross proceeds of $615,000. Each Debenture Unit is comprised of 1,901 Common Shares and $1,000 principal amount on unsecured non-convertible debenture with a term of three (3) years from the date of issuance (a “Debenture”). For further details regarding the Debenture Offering, please see Freyja’s press releases dated November 28, 2013, December 10, 2013 and January 10, 2014.
In connection with the Debenture Offering and pursuant to applicable securities laws, Freyja paid an aggregate of $17,850.40 and issued 19 non-transferrable finders options (“Debenture Finder’s Option”) to three arm’s length parties pursuant to finders agreements. Each Debenture Finder’s Option entitles the holder thereof to purchase one Debenture Unit for a period of eighteen (18) months from the closing of the Debenture Offering at an exercise price of $820 per Debenture Unit. Pursuant to applicable securities laws, the Debenture Units and the underlying securities will be subject to a four month hold period expiring on June 29, 2014.
Pursuant to applicable securities laws, all securities issued pursuant to the Share Exchange, the Offering and the Debenture Offering will be subject to four month hold period expiring on June 29, 2014.
Both the Share Exchange, the Unit Offering and the Debenture Offering are subject to the final approval of the TSX Venture Exchange. Pursuant to applicable securities laws, all securities issued pursuant to the Offering will be subject to a statutory hold period of four months following the closing of the Offering.
Freyja Resources Inc. is a mining exploration company listed on the TSX Venture Exchange under the symbol “FRA”. Freyja Resources’ main operations are conducted through its wholly owned subsidiary Cyprium Mining Corporation (“Cyprium”). Cyprium is a mineral exploration company which targets the acquisition and generation of mining projects located solely in Northern Mexico that have a potential for profitable precious and base metal open pit production. Cyprium is committed to maximizing shareholder value by strategically ensuring efficient and profitable production and focusing on a hybrid exploration/production business model. Cyprium prioritizes projects accessible by well-maintained roads and/or railroad systems. Upon completion of a conclusive exploration campaign, Cyprium’s focus is to rapidly establish an economical production and maximize the project potential by funding further exploration through cash generated by production, thus limiting shareholder dilution. The Company’s main project is the Las Cristinas copper/silver project located in Chihuahua State, Mexico.
The company will be attending the PDAC Conference in Toronto, Ontario from March 2 to March 5, 2014 at booth 3151.
GRIT is a new investment trust established based in London, England which seeks to exploit investment opportunities in the junior mining and natural resource sectors. GRIT’s investment objective is to generate medium and long-term capital growth through investing in a diverse portfolio of primarily small and mid-capitalisation natural resources and mining companies, which are listed/quoted on an exchange.
Concurrent with the closing of the share exchange with Freyja, GRIT is conducting a number of share exchanges pursuant to which GRIT shall acquire shares of various investee companies in return for the issue of GRIT ordinary shares.
GRIT’s mandate is to invest in companies globally which have a significant focus on natural resources and mining. GRIT will invest in companies that are in the field of the exploration and production of oil, gas, precious and industrial metals, and industrial and commercial minerals which, in GRIT’s investment manager’s opinion, have the potential to increase their value considerably. These companies may be producing companies with an historical track record of production or they may be development companies or companies with exploration potential. GRIT will seek to ensure, through active shareholder involvement, that investee companies act to maximise long-term shareholder value. GRIT will invest primarily in companies with shares and securities which are listed, quoted or are admitted to dealing, on a stock exchange (including debt securities which are convertible into quoted equity securities).
Neither TSX Venture nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture) accepts responsibility for the adequacy or accuracy of this release.
The securities of Freyja being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.
Except for historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties, including without limitation, statements pertaining to the closing of the Offering and the share exchange including Freyja’s ability to obtain necessary approvals from the TSX Venture Exchange. Actual results may differ materially. Freyja will not update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by Freyja.
Freyja Resources Inc.
Chairman of the Board of Freyja