Aston Bay Holdings Modifies Condition Precedent to MOU and Amends Flow-Through Portion of Previously Announced Private Placement - WSET.com - ABC13

Aston Bay Holdings Modifies Condition Precedent to MOU and Amends Flow-Through Portion of Previously Announced Private Placement

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Vancouver, British Columbia / ACCESSWIRE / July 11, 2014 / Aston Bay Holdings Ltd. (TSX-V: BAY) (Aston Bay or the Company”) announces that further to its news releases of June 18, 2014 and June 25, 2014, it has (by agreement between the parties) modified a condition precedent contained in the Memorandum of Understanding (the MOU) with a wholly-owned subsidiary of Antofagasta plc (Antofagasta”) which was described in the June 18, 2014 release, such that the minimum amount to be raised in the current private placement (the Offering”) has been reduced from US$1,000,000 to US$700,000.

In addition, the MOU has been further amended such that the US$250,000 private placement with Antofagasta (the “Placement), which was also described in the June 18, 2014 release, will be repriced such that each non-flow-through unit of the Placement will now be issued to Antofagasta at a per-unit price of CDN$0.35 and will consist of one common share and one share purchase warrant (the ArmsLength NFT Warrant) of the Company. Each Arms Length NFT Warrant will entitle the holder thereof to acquire one additional non-flow-through common share at an exercise price of CDN$0.55 per share for a period of 18 months from closing.

In addition, the Company has amended the terms of the flow-through units (the “FT Units”) comprising the Offering. Each FT Unit will now be issued at a per-unit price of CDN$0.25 and will consist of one flow-throughcommon share and one-half of one share purchase warrant. Each whole share purchase warrant (the “FT Warrant) and each warrant comprising the NFT Units described in the June 25, 2014 news release (the NFT Warrant) will entitle the holder thereof to acquire one additional non-flow- through common share at an exercise price of CDN$0.40 per share for a period of 18 months from closing, subject to accelerated expiry.

The FT Warrants and NFT Warrants will be subject to the Companys right to accelerate the expiry of the same to within 30 calendar days of notice thereof if the daily volume weighted average trading price of the common shares of the Company on the Exchange is equal to or exceeds CDN$0.80 over a period of

20 consecutive trading days between the date that is four months following the closing of the Offering and the date on which the FT Warrants and/or the NFT Warrants, as applicable, would otherwise expire. Such notice is to be given within five trading days of such 20-day period.

The Offering and the Placement are subject to approval of the Exchange.

In addition, the Company announces that after careful consideration, it has determined that it will not be proceeding with a strategic deal for purchase of drilling equipment as previously announced on April 24,

2014 and amended on June 11, 2014.

About Aston Bay Holdings

Aston Bay Holdings Ltd. (TSX-V: BAY) is a publicly traded mineral exploration company focused on the 345,033-acre Storm Property located on northwest Somerset Island, Nunavut (“Storm). The property hosts the Storm Copper and Seal Zinc prospects. In June 2014, Aston Bay signed a binding MOU with a wholly-owned subsidiary of Antofagasta plc to cooperatively advance the project. The MOU gives Antofagasta the opportunity to earn up to a 70% total interest in Storm, as well as a path to an eventual proposed joint venture, as described in Aston Bays press release of June 18, 2014. Aston Bay holds the right to earn or buy up to a 100% undivided interest in the Storm Property from Commander Resources Ltd. (TSX-V: CMD).

On behalf of the Board of Directors, Benjamin Cox, Chief Executive Officer Telephone: (360) 262-6969

For further information about Aston Bay Holdings Ltd or this news release, please visit our website at www.astonbayholdings.com.

Neither the TSX Venture Exchange Inc. 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.

This news release contains certain statements that may be deemed forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans, “anticipates, “believes, intends, estimates, “projects”, “potential and similar expressions, or that events or conditions will, would”, may”, “could or “should occur. Although the Company believes the expectations expressed in such forward- looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward-looking statements. Forward- looking statements are based on the beliefs, estimates and opinions of the Companys management on the date the statements are made. Except as required by law, the Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S.

NEWS AGENCIE

SOURCE: Aston Bay Holdings Ltd.  

ReleaseID: 417724

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