TORONTO, ON / ACCESSWIRE / April 15, 2024 / PJX Resources Inc. ("PJX" or the "Company") is pleased to announce a non-brokered private placement (the "Private Placement") of up to 13,486,111 units of the Company for gross proceeds of $3.6 million. The Company will issue units on a "flow through" basis (each a "Flow Through Unit"), non-flow through basis (each a "Strategic Unit"), and a non-flow through basis at a discounted price (each a "Non-Strategic Unit"). The subscription prices for each of the foregoing are $0.36 per Flow Through Unit for gross proceeds of $1.6 million through the sale of 4,444,444 Flow Through Units, $0.225 per Strategic Unit for gross proceeds of $1.5 million through the sale of 6,666,667 Strategic Units, and $0.20 per Non-Strategic Unit for gross proceeds of $500,000 through the sale of 2,500,000 Non-Strategic Units. PJX is also pleased to announce that the Flow Through Unit portion of the Private Placement and the Strategic Unit portion of the Private Placement have been completed. The purchaser of the Strategic Units and the "back-end" purchaser of the securities issued pursuant to the Flow Through Units is a Canadian incorporated mining company (the "Strategic Investor").
Each Flow Through Unit consists of one common share to be issued as a "flow-through share" within the meaning of the Income Tax Act (Canada) and one-half of one common share purchase warrant. Each whole warrant acquired as part of a Flow Through Unit will entitle the holder to purchase one common share at an exercise price of $0.45 for 24 months following completion of the Private Placement. Each Strategic Unit and Non-Strategic Unit consists of one common share and one-half of one common share purchase warrant. Each whole warrant acquired as part of a Strategic Unit will entitle the holder to purchase one common share at an exercise price of $0.45 for 24 months following completion of the Private Placement. Each whole warrant acquired as part of a Non-Strategic Unit will entitle the holder to purchase one common share at an exercise price of $0.40 for 24 months following completion of the Private Placement. The component of the Private Placement that has not already been completed, being the issuance of the Non-Strategic Units, is expected to close on April 15, 2024.
Following closing of the Strategic Investor's portion of the Private Placement, the Strategic Investor owns 6.39% of PJX's issued and outstanding common shares on a basic basis, or 9.23% on a partially-diluted basis.
In connection with the Private Placement, PJX has granted the Strategic Investor certain rights with respect to the Company, including a pre-emptive right to participate in future equity capital raises to maintain its ownership level in PJX, subject to certain conditions, so long as the Strategic Investor's ownership level in PJX, calculated on a basic basis, is not less than 4.0%. In connection with the Private Placement and the granting of the foregoing rights to the Strategic Investor, the Strategic Investor has agreed to certain standstill restrictions for a three year term whereby, among other things, the Strategic Investor will agree not to increase its stake in PJX to greater than 9.9% on a partially-diluted basis without PJX's consent.
Linda Brennan and James Clare, each directors of PJX, have subscribed for a total of 375,000 Non-Strategic Units As insiders, the subscriptions by Linda Brennan and James Clare will each be considered to be a "related party transaction" within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 ("MI 61-101"). PJX intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(a) of MI 61-101 in respect of such insider participation.
The Private Placement is subject to compliance with applicable securities laws and to receipt of the final approval and acceptance of the TSX Venture Exchange following satisfaction of the standard listing conditions thereof. No commission or other broker-dealer compensation is expected to be paid in respect of the Private Placement. The securities issuable in connection with the Private Placement will be subject to a statutory hold period in Canada which will run for four months from the date of the respective closings of the Private Placement.
PJX intends to use the net proceeds of the Private Placement for expenditures on its properties located in Cranbrook, British Columbia, and for general working capital purposes. The Company will expend an amount equal to the gross proceeds received by the Company from the sale of the Flow Through Units, pursuant to the provisions in the Income Tax Act (Canada), to incur eligible "Canadian exploration expenses" that qualify as "flow-through critical mineral mining expenditures" as both terms are defined in the Income Tax Act (Canada) (the "Qualifying Expenditures") related to the Company's projects in British Columbia, on or before December 31, 2025, and to renounce all the Qualifying Expenditures in favour of the subscribers of the Flow Through Units effective December 31, 2024.
John Keating, President of PJX commented: "We greatly appreciate the support and endorsement of Crescat Capital and the Strategic Investor in PJX and our new discovery (see October 12, 2023 and January 15, 2024 press releases). We've had in place the funds to drill and discover a potential Sullivan type deposit on our Dewdney Trail Property. The additional funds from this private placement will allow us to continue to drill without going back to the market right away. Our plan is to commence drilling when we have received an amendment to our existing permit and the snow melts."
Quinton Hennigh, Technical and Geologic Director of Crescat Capital, commented: "Through 'old school' boots-on-the-ground prospecting, PJX appears to have identified one of the most intriguing SEDEX targets discovered in recent history. Situated within the famous Sullivan zinc, lead, silver mining district, the outcropping and boulders of high-grade mineralization discovered at Dewdney Trail bears many strong similarities to that at its world class neighbor. Like at Sullivan, mineralization at Dewdney Trail is hosted within the Proterozoic age Belt Supergroup, is situated within a similar argillite-dominated sub-basin, is composed of finely bedded sulfide minerals including distinct reddish-brown sphalerite, galena, pyrite and pyrrhotite, and is associated with other diagnostic rock types including fine-grained tourmalinites. Mineralization occurs within outcropping beds several meters thick making this a compelling walk-up drill target. In fact, given the potential size and nature of this target, I think this is one of the most exciting drill targets I have seen of any type in any junior company in recent years. We are anxious to see PJX secure its amended permits and drill this target very aggressively in 2024."
New Discovery Background
PJX owns 100% of the mineral rights to multiple properties totaling over 680 km2 of mineral claims in the Sullivan Mining District of Southeastern British Columbia, Canada. Exploration in late 2023 discovered boulders and outcrop of Sullivan deposit style and grade mineralization on PJX's Dewdney Trail Property that is over 150 km2 in size. The zinc, lead, silver, and other critical metal mineralization discovered at surface on the Dewdney Trail Property is magnetic and appears to be associated with a strong to moderate magnetic airborne geophysical anomaly that can be traced for approximately 1.6 km. The mineralization and geophysical anomaly have never been drilled. The area is accessible by a historical mine road.
About PJX Resources Inc.
PJX is a mineral exploration company focused on building shareholder value and community opportunity through the exploration and development of mineral resources with a focus on gold, silver and base metals (zinc, lead, copper, nickel). PJX's properties are located in the historical Sullivan Mine District and Vulcan Gold Belt near Cranbrook and Kimberley, British Columbia.
Linda Brennan, Chief Financial Officer (416) 799-9205 [email protected]
Cautionary Note Regarding Forward-Looking Information
The information in this news release has been prepared as at the date noted above. Certain statements in this news release, referred to herein as "forward-looking statements", constitute "forward-looking statements" under the provisions of Canadian provincial securities laws. These statements can be identified by the use of words such as "expected", "may", "will" or similar terms.
Forward-looking statements are necessarily based upon a number of factors and assumptions that, while considered reasonable by PJX Resources Inc. as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Many factors, known and unknown, could cause actual results to be materially different from those expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. Except as otherwise required by law, PJX Resources Inc. expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements to reflect any change in PJX Resources Inc.'s expectations or any change in events, conditions or circumstances on which any such statement is based.
Cautionary Note to US Investors:
This news release may contain information about adjacent properties on which PJX Resources Inc. has no right to explore or mine. We advise U.S. investors that the SEC's mining guidelines strictly prohibit information of this type in documents filed with the SEC. U.S. investors are cautioned that mineral deposits on adjacent properties are not indicative of mineral deposits on our properties. This news release may contain forward- looking statements including but not limited to the various prices and volume of the strategic investment; the use of proceeds from the Strategic Investment, and the structure of the Strategic Investment, etc. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements.
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.
