Original News Release
Miata Metals increases financings
Dr. Jacob Verbaas reports
MIATA METALS ANNOUNCES UPSIZE TO 19.9% STRATEGIC INVESTMENT BY LA MANCHA AND BOUGHT DEAL FINANCING FOR TOTAL PROCEEDS OF C$23.2M
Miata Metals Corp., due to strong investor demand, has amended its agreement with ATB Cormark Capital Markets and SCP Resource Finance LP, on behalf of a syndicate of underwriters, to increase the size of its previously announced bought deal public offering of common shares of the company from gross proceeds of approximately $7.5-million to gross proceeds of approximately $10-million. Under the bought deal offering, the underwriters have agreed to purchase, on a bought deal basis, 24,391,000 shares at a price of 41 cents per offered share.
The company has also granted the underwriters an option to purchase up to an additional 15 per cent of the offered shares on the same terms and conditions as the bought deal offering, exercisable at any time, in whole or in part, until the date that is 30 days following the closing of the bought deal offering, for market stabilization purposes and to cover overallotments, if any.
The company is also pleased to announce that La Mancha Resource Fund SCSp, a fund advised by La Mancha Resource Capital LLP, has, via its subsidiary, agreed to upsize its previously announced strategic investment in Miata accordingly. La Mancha will purchase, through a non-brokered private placement, 32,390,229 shares at a price of 41 cents per share for aggregate gross proceeds to the company of approximately $13,279,994, to maintain its pro forma strategic investment of 19.9 per cent of the company.
The aggregate gross proceeds to the company from the bought deal offering and strategic investment are expected to be approximately $23,280,304.
La Mancha does not currently own any shares. Upon closing of the strategic investment and bought deal offering, including exercise of the overallotment option (if any), La Mancha is expected to hold approximately 19.9 per cent of the company's issued and outstanding shares on a non-diluted basis. If the overallotment option is exercised by the underwriters, the aggregate gross proceeds of the strategic investment will be increased accordingly such that La Mancha will continue to hold approximately 19.9 per cent of the issued and outstanding shares on a non-diluted basis.
As previously announced, in connection with the strategic investment, Miata and La Mancha intend to enter into an investor rights agreement, which will provide La Mancha with certain customary investor rights, subject to La Mancha maintaining ownership of at least 10 per cent of the issued and outstanding shares.
La Mancha agreed to a standstill, which prohibits La Mancha from acquiring more than 25 per cent of the outstanding shares for a two-year period following closing of the strategic investment. La Mancha has also agreed to an 18-month lockup in respect of the shares issued to it following closing of the strategic investment. The shares issued to La Mancha under the strategic investment will also be subject to a statutory four-month hold period from the closing date, in accordance with applicable Canadian securities laws.
The company intends to use the net proceeds from the bought deal offering and the proceeds from the strategic investment to finance exploration and drilling at the Sela Creek gold project, to support technical studies and project development activities, and for general corporate and working capital purposes, as will be described in the short form prospectus of the company to be filed in connection with the bought deal offering.
The bought deal offering and strategic investment are expected to close concurrently on or about Aug. 18, 2026, or such other date as may be agreed upon by the company, the underwriters and La Mancha, and each remains subject to the entering into of definitive documentation and the satisfaction of customary closing conditions, including receipt of all required regulatory approvals and the acceptance of the TSX Venture Exchange. Closing of each of the bought deal offering and the strategic investment is conditional upon the closing of the other, as will be set out in the applicable definitive agreements.
The offered shares will be offered by way of a short form prospectus to be filed in all provinces of Canada (other than Quebec). The offered shares may also be offered in the United States on a private placement basis pursuant to an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended, and applicable state securities laws, and in jurisdictions outside of Canada and the United States as are agreed to by the company and the underwriters on a private placement or equivalent basis, provided that no prospectus filing or comparable obligation arises, and the company does not thereafter become subject to continuous disclosure obligations in such jurisdictions.
La Mancha is acquiring the shares for investment purposes. La Mancha may, depending on market conditions and other factors, acquire additional shares or other securities of Miata, or dispose of some or all of the shares or other securities of Miata that it owns at such time. An early warning report will be filed by La Mancha in accordance with applicable securities laws. To obtain a copy of the early warning report, please contact Matthew Fisher, general counsel, La Mancha Resource Capital, [email protected], 44-20-3960-2020.
About La Mancha Resource Fund SCSp
La Mancha is a Luxembourg-based deep value fund focused on investments in the precious and energy transition metals space. Its general partner is La Mancha Capital Management GP S.a.r.l., which has delegated investment management over the fund's investments to NS Partners Europe S.A., which has further delegated the fund's portfolio management to La Mancha Resource Capital, which is authorized and regulated by the United Kingdom Financial Conduct Authority (FRN 978592).
About Miata Metals Corp.
Miata Metals is a Canadian mineral exploration company listed on the TSX Venture Exchange, as well as quoted on the OTCQX and Frankfurt Stock Exchange. The company is focused on the acquisition, exploration and development of mineral properties. The company holds a 70-per-cent interest in the approximately 215-square-kilometre Sela Creek gold project with an option to acquire a full 100-per-cent interest, and a 70-per-cent beneficial interest in the Nassau gold project, with an option to acquire 100 per cent. Both exploration properties are located in the greenstone belt of Suriname.
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