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Aeonian Resources Capital/Financing Update 2025

Apr 9, 2025

47909_rns_2025-04-08_7236754a-2836-4951-9083-9bdeed10578b.pdf

Capital/Financing Update

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NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

ALTINA CAPITAL ANNOUNCES CLOSING OF PRIVATE PLACEMENT

FOR IMMEDIATE RELEASE

April 8, 2025 – Altina Capital Corp. (“Altina” or the “Company”) (TSX-V: ALTN.P) is pleased to announce that, further to its news releases dated April 2, 2024, November 18, 2024 and April 3, 2025, the Company has closed its previously announced private placement of units (each a “Unit”) for gross proceeds of $771,000 (the “Private Placement”).

Pursuant to the Private Placement, the Company issued 7,771,000 Units at a price of $0.10 per Unit. Each Unit consists of one common share in the capital of the Company (a “Share”) and one common share purchase warrant (a “Warrant”), with each Warrant exercisable to acquire one additional Share at an exercise price of $0.15 per Share for a period of two years from the date of issuance.

The Private Placement was conducted in connection with, and as condition of closing, the acquisition by Altina of all of the issued and outstanding securities of Aeonian Resources Ltd. (“Aeonian”) (the “Transaction”). In connection with the Transaction, on December 30, 2024, Aeonian completed a private placement of 1,300,000 flow-through units (each, an “Aeonian Unit”) at a price of $0.10 per Aeonian Unit for gross proceeds of $130,000 and, combined with the Altina Private Placement, aggregate gross proceeds of $901,000. Each Aeonian Unit was comprised of one common share in the capital of Aeonian (an “Aeonian FT Share”) that qualifies as a “flow-throw share” within the meaning of the Income Tax Act (Canada) and one-half of one Aeonian share purchase warrant (each whole warrant, an “Aeonian Warrant”), with each Aeonian Warrant exercisable to acquire one additional common share of Aeonian at an exercise price of $0.15 per share for a period of two years from the date of issuance. The Transaction, if completed, will constitute Altina’s qualifying transaction under TSX Venture Exchange (“TSX-V”) Policy 2.4.

Terry Salman, Director of Altina, commented “The completion of this qualifying transaction is an important milestone to moving forward to exploring this large property not too far from the Sullivan mine which was owned by my first mining client Cominco and operated for 100 years”.

In connection with the Private Placement, the Company has paid $14,500 cash finder’s fees and issued 145,000 finder’s warrants (each a “Finder’s Warrant”) to eligible arm’s length parties. Each Finder Warrant entitles the holder to acquire one Share at an exercise price of $0.15 per Share for a period of two years from the date of issuance.

Certain directors of the Company subscribed for an aggregate of 680,000 Units for gross proceeds of $68,000 under the Private Placement. Participation by these insiders of the Company in the Private Placement constituted 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 these securities was exempt from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(b) of MI 61-101, as the Shares are listed on the TSX Venture Exchange. The issuance of these securities was also exempt from the minority approval requirements of Section 5.6 of MI 61-101 pursuant to Subsection 5.7(1)(b) of MI 61-101, as the fair market value was less than C$2,500,000.


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All securities issued pursuant to the Private Placement are subject to a hold period of four months plus a day from the date of issuance. Closing of the Private Placement is subject to final acceptance by the TSX-V.

About Altina Capital Corp.

Altina is a Capital Pool Company within the meaning of TSX-V Policy 2.4, has not commenced commercial operations, and has no assets other than cash.

About the Resulting Issuer

Following completion of the Transaction, Altina, as the resulting issuer (the “Resulting Issuer”), will be listed on the TSX-V as a Tier 2 – Mining Issuer and carry on the business of Aeonian. The Resulting Issuer’s principal mineral property will be the Koocanusa copper property (the “Property”), a copper-silver exploration project located approximately 30 kilometers southeast of Cranbrook, British Columbia. The Property is comprised of 38 contiguous claims covering 28,743.82 hectares in which Aeonian has a 100% interest. Aeonian has a recent National Instrument 43-101 technical report on the Koocanusa copper project, completed in August 2024, by an independent qualified person, which identified 11 copper targets within the project area.

The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities.

For further information, please contact:

Terry Salman, Director

Telephone: (604) 622-5272

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 Statements:

The information provided in this press release regarding the Property has been provided to Altina by Aeonian and has not been independently verified by Altina.

Completion of the Transaction is subject to a number of conditions including but not limited to TSX-V acceptance, and if applicable pursuant to TSX-V policies, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.


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The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties, including assumptions that all conditions to the closing of the Transaction will be satisfied, that the Transaction will be completed and that the TSX-V will approve the Transaction. Although Altina and Aeonian consider these assumptions to be reasonable based on information currently available to them, they may prove to be incorrect, and the forward-looking statements in this news release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Such risk factors may include, among others, the risk that required approvals and the satisfaction of material conditions are not obtained in connection with the Transaction, and the risk that the Transaction is not approved or completed. Although Altina and Aeonian believe that the expectations reflected in forward looking statements are reasonable, they can give no assurances that the expectations of any forward-looking statements will prove to be correct. Except as required by law, Altina and Aeonian disclaim any intention and assume no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.