On November 21, 2017, Sulliden Mining Capital Inc. (“Sulliden”) and Pitchblack Resources Ltd. (“Pitchblack”) announced the closing of a bought deal private placement offering (the “Offering”) of subscription receipts (the “Subscription Receipts”) of 2507868 Ontario Inc. (“Sulliden Sub”), a wholly-owned subsidiary of Sulliden, at a price of $1.64 per Subscription Receipt. An aggregate of 14,030,000 Subscription Receipts were sold pursuant to the Offering, including the full exercise of an over-allotment option granted to the Underwriters, for aggregate gross proceeds of $23,009,200. National Bank Financial Inc. acted as sole bookrunner together with Haywood Securities Inc. and PI Financial Corp., as co-lead underwriters, on behalf of a syndicate of underwriters that included Desjardins Securities Inc., GMP Securities L.P., Jett Capital Advisors, LLC, Mackie Research Capital Corporation and Paradigm Capital Inc. (the “Underwriters”).
Each Subscription Receipt entitles the holder thereof to receive one common share in the capital of Sulliden Sub and one common share purchase warrant of Sulliden Sub upon satisfaction of certain escrow release conditions (including, among others, the receipt of applicable regulatory and shareholder approvals of the Transaction as defined below). Each warrant shall entitle the holder thereof to acquire one common share in the capital of Sulliden Sub, subject to standard adjustment provisions, at a price of $2.50 per share for a period of 36 months from the closing date of the Offering. The common shares and warrants of Sulliden Sub will upon completion of the Transaction be exchanged for common shares and warrants of Pitchblack.
The Offering was conducted in connection with the proposed acquisition by Pitchblack of an option to acquire the Troilus gold project in Québec by way of, among other things, the acquisition of Sulliden Sub pursuant to an amalgamation of Sulliden Sub, 2513924 Ontario Inc. and a wholly-owned subsidiary of Pitchblack (the “Transaction”). Following the Transaction, subject to shareholder approval, Pitchblack is to be renamed Troilus Gold Inc.
Sulliden Sub was represented by Cassels, with a team comprised of André Boivin and Kyle Simpson (Securities & Mining).