On Friday Nov 26, 2021, Boughton Law assisted Torr Metals Inc. in a going public transaction and being listing on the TSX Venture Exchange (TSXV: TMET) with a deal size of $8.6 million, including equity financing of approximately $4.5 million. The working group included Sean O’Neill, Larry Yen, Alex Tatti, Denise Christensen, and Lauren Thom, as well as Laurie Foster and Chelin Grabowski who assisted for the corporate filings. Dan Miller of Dorsey & Whitney LLP acted as US securities law counsel. This is transaction defines a new lasting client relationship for the firm, providing significant ongoing legal guidance for years to come.
Torr Metals Inc. has copper-gold mining exploration properties located in Northern BC and will be also help promote the local economy. The company’s new CEO Malcolm Dorsey, M.Sc., commented, “We are very excited to be so well-funded to complete Phase 1 of our intended exploration program along with sufficient funds to continue into Phase 2, allowing for regional systematic exploration that will define the scope and scale of a number of targets that are found throughout our district-scale 467 square kilometer consolidated land position. We believe there’s excellent opportunities for future discoveries with multiple large greenfield copper-porphyry and epithermal targets identified across 42km+ of mineralized trends at the Latham Copper-Gold Project, and we can now start the exploration without delay.”
Immediately following the amalgamation, the company acquired the Gnat Claims from Brian and Steven Scott (the “Scott Brothers“) in exchange for the issuance of 400,000 post-Consolidated Shares of the Company to the Scott Brothers at a deemed price of $0.30 per share, the grant of a 2% a net smelter returns royalty to the Scott Brothers in respect of the Gnat Claims, and 50% of the royalty may be repurchased by the royalty payor for payment of $500,000 to each royalty payee for an aggregate $1,000,000, and payment of $95,000 cash (in addition to a previously-paid $5,000 non-refundable deposit); and completed an equity financing of 4,805,241 post-Consolidated common shares for aggregate gross proceeds of $1,585,729.53 at a price of $0.33 per post-Consolidated common share of the Company, where those post-Consolidated common shares of the Company (the “FT Shares“) were issued on a flow-through basis under the Income Tax Act (Canada) (the “Flow-Through Financing“).
As a consequence of completing the qualifying transaction, the company (through its wholly-owned subsidiary, Amalco) owns all of the mineral properties comprising the Latham Copper-Gold Project.