Toronto, Ontario--(Newsfile Corp. - January 9, 2025) - Mason Resources Inc. (TSXV: LLG) (OTCQX: MGPHF) ("Mason" or the "Company") is pleased to announce a fully-subscribed non-brokered private placement for gross proceeds of $1.4 million (the "Offering"). The Company is also pleased to confirm that Mr. Fahad Al Tamimi, Chairman of the Board of Directors, intends to participate in the Offering, which will result in an increase in his ownership stake to approximately 19.2% on a partially diluted basis. The net proceeds of this Offering shall be used for general corporate and working capital purposes.
The Offering will consist of a minimum of 28,000,000 units at a price of $0.05 per unit. Each unit will consist of one common share and one common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to purchase one additional common share at an exercise price of $0.075 for a period of three years from the Closing Date (as defined herein).
Prior to the Offering, Mr. Al Tamimi holds 19,916,837 shares, representing 14.1% of Mason's total issued and outstanding shares. Upon closing, Mr. Al Tamimi is expected to hold 26,896,837 shares, representing 15.89% of the total issued and outstanding shares, along with 6,980,000 Warrants, which equates to a 19.22% ownership on a partially diluted basis.
Mr. Fahad Al-Tamimi, Chairman of Mason, commented: "This financing brings in additional high-quality, long-term investors, further strengthening the Company's robust institutional shareholder base. With Mason's current strategic investments, we believe the Company is well-positioned to support a re-rating of its share price. I am incredibly excited about Mason's portfolio, particularly its investments in Nouveau Monde Graphite and Black Swan Graphene, both of which are at the forefront of their respective industries and poised for significant growth.
"Beyond these flagship investments, Mason holds a portfolio of promising investments that align with our strategic vision. We are confident that the actions we are taking will create substantial value for our shareholders in both the near and long term."
The Offering is scheduled to close on or about January 13, 2025 (the "Closing Date"), and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including the approval of the TSX Venture Exchange. The Common Shares, including those underlying the Warrants, to be issued under the Offering will be subject to a hold period in Canada expiring four months and one day from the closing date of the Offering. It is anticipated that Insiders of the Company will subscribe for 24.9% of the Offering. Participation by insiders of the Company in 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 issuance of securities is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 on the basis that the fair market value of the insiders' participation in the Private Placement, as determined in accordance with MI 61-101, shall not exceed 25% of the Company's market capitalization.
Mason Resources Inc. is a Canadian corporation focused on seeking investment opportunities. Mason is the largest shareholder of Black Swan Graphene Inc. which is focusing on the large-scale production of patented high-performance and low-cost graphene products aimed at several industrial sectors, including polymers and concrete.
Mason is also a large shareholder of Nouveau Monde Graphite Inc., an integrated company developing responsible mining and advanced manufacturing operations to supply the global economy with carbon-neutral active anode material to power EV (electric vehicle) and renewable energy storage systems.
Mason is a shareholder of Astra Exploration Inc and in NorthX Nickel Corp.
Mason is also a strategic shareholder of Sand Minerals Inc., a recently established private company founded by William Randall and the former team of Arena Minerals Inc. which was acquired by Lithium Americas Corp. in a CAD $311 million transaction in 2023.
Mason Resources Inc. on behalf of the Board of Directors Peter Damouni, President & Chief Executive Officer
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
The information contained herein contains "forward-looking statements" or "forward-looking information" within the meaning of applicable securities legislation. Forward-looking statements or forward-looking information relate to information that is based on assumptions of management, forecasts of future results, and estimates of amounts not yet determinable. Any statements that express predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance are not statements of historical fact and may be "forward-looking statements" or "forward-looking information". Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation: risks related to Mason's investment in Sand Minerals and the likelihood that the investment, for which there is currently no market or liquidity, will result in profitability for the Corporation on the timeline projected or at all, the holding of the NMG, Black Swan, Astra and NorthX Nickel shares, risks related to the development of NMG's projects, risks related to Black Swan's and NorthX Nickel's business, risk related to the failure to obtain adequate financing on a timely basis and on acceptable terms; risks related to the outcome of legal proceedings; political and regulatory risks associated with the industry; risks related to the maintenance of stock exchange listings; risks related to environmental regulation and liability; the potential for delays in development activities or the completion of feasibility studies; the uncertainty of profitability; risks related to the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses; results of feasibility studies, and the possibility that future results will not be consistent with Mason's expectations; risks related to commodity prices fluctuations; and other risks and uncertainties related to Mason's prospects, properties and business detailed elsewhere in Mason's disclosure record. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Investors are cautioned against attributing undue certainty to forward-looking statements. These forward-looking statements are made as of the date hereof and Mason does not assume any obligation to update or revise them to reflect new events or circumstances, except in accordance with applicable securities laws. Actual events or results could differ materially from Mason's expectations or projections.
This news release does not constitute an offer to sell or 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 "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 an exemption from such registration is available.
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