June 13, 2022 – Vancouver, British Columbia – Decade Resources Corp. (TSXV: DEC) (the “Company”) announces that it is proceeding with a consolidation of its issued and outstanding share capital on the basis of one post-consolidated common share for every five pre-consolidated common shares (the “Consolidation”). No fractional shares will be issued as any fractional share will be rounded to the nearest whole number.
The Consolidation is subject to final confirmation by the TSX Venture Exchange (the “Exchange”). The effective date of the Consolidation will be announced in a separate news release once the Company receives approval from the Exchange. As a result of the Consolidation, it is expected that the 254,001,485 common shares which are currently issued and outstanding will be reduced to approximately 50,800,297 common shares, subject to rounding.
Shareholders who hold their common shares through a securities broker or other intermediary and do not have common shares registered in their name will not be required to take any measures with respect to the Consolidation. Letters of transmittal with respect to the Consolidation will be mailed shortly to all registered shareholders of the Company. All registered shareholders who submit a duly completed letter of transmittal along with their respective share certificate(s) representing the pre-consolidated common shares to the Company’s transfer agent, Computershare Trust Company of Canada, will receive a certificate representing the post-consolidated common shares.
The Company believes that the Consolidation may have the effect of, among other things: increasing the interest of the financial community in the Company and potentially broadening its pool of investors; improving trading liquidity; and reducing trading commissions and other transaction costs for shareholders.
The Company is also pleased to announce a non-brokered private placement (the “Private Placement”) of up to 2,727,272 flow through shares (the “FT Shares”) at a price of $0.22 per FT Share and up to 2,000,000 units (the “Units”) at a price of $0.13 per Unit. The Units are non-flow through. Each Unit will consist of one common share and one-half share purchase warrant, with each whole share purchase warrant being exercisable for a period of two years at a price of $0.20 per share.
All securities issued pursuant to this financing are subject to a four month hold period from the date of issuance. The Private Placement is subject to approval from the TSX Venture Exchange.
The Company is also pleased to announce that it has appointed Peter Gianulis and Shawn Nichols as advisors to its Board of Directors.
Peter Gianulis, a resident of Miami Florida, is currently the President of Carrelton Asset Management, a natural resource-focused private equity fund. He was formerly a Partner of the Salomon Brothers Hedge Fund Group until 2005 and has spent approximately 25 years as an advisor, investor or insider in numerous companies in the natural resources industry including Hathor Exploration Limited (now Rio Tinto), CGA Mining (now B2 Gold Mining Company), Northern Orion Resources (now Yamana Gold Mining Company) and Allegiant Gold Ltd. where he is currently President. Mr. Gianulis holds a BA degree from the University of California (San Diego) and an MBA from Cornell University.
Shawn Nichols, a resident of Toronto Ontario, is currently a Director of Allegiant Gold Ltd. He has over 30 years’ experience in capital markets having served as Director of Capital Markets for Scotia Capital Inc. from 2002 to 2014 and before that as Senior Investment Counsel for Citibank Canada. Mr. Nichols holds a Master of Laws Degree from Boston University and a Bachelor of Laws Degree from Osgoode Hall in Toronto.
ON BEHALF OF THE BOARD OF DECADE RESOURCES LTD.
Ed Kruchkowski, President
“Neither the TSX Venture Exchange 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 may contain forward–looking statements. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements.”