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  • December 10, 2020

Tempus to Raise C$1.25M at a Premium to Advance Gold Projects

Strong continued support from international institutional investors

Perth, Australia–(Newsfile Corp. – December 10, 2020) –  Tempus Resources Ltd (ASX: TMR) (TSXV: TMRR) (“Tempus” or “the Company”) is pleased to announce that it has arranged a Canadian “non-brokered private placement” to raise gross proceeds of C$1,253,450 at an issue price of C$0.265 per share (approximately A$0.28 per share) (the “Placement“). The Placement will be to institutional investors, including certain funds managed by Sprott Asset Management LP and other North American institutional investors.

The Placement, undertaken at a premium to recent ASX trading, is primarily undertaken to assist seed liquidity for the newly completed listing of the Company’s shares on the TSX Venture Exchange and further develop Tempus’ North American institutional coverage.

Commenting on the Placement, Managing Director Brendan Borg said:

“The Placement ensures Tempus continues to be well funded as we continue our exciting exploration programs at Blackdome-Elizabeth, and it will assist in providing liquidity for our shares on the TSX Venture Exchange, where listing commenced this week.”

The Placement comprises a single tranche under the Company’s available placement capacity under ASX Listing Rule 7.1.

Proceeds from the placement will be applied to the Company’s Blackdome-Elizabeth Gold Project in British Columbia, Canada.

The Placement shares will be issued as Canadian flow-through shares, which provide tax credits to those investors for capital to be used in qualifying mining and exploration activities. The Placement is subject to TSX Venture Exchange approval and will have the statutory hold period of 4 months plus 1 day. The completion of the Placement is expected on or about December 17, 2020.

Tempus will pay total finders fees of $75,207 and will issue 283,800 broker warrants (strike price C$0.265) in connection with the Placement.

This announcement has been authorised by the Board of Directors of Tempus Resources Ltd.

For further information, please contact:

Melanie Ross – Director/Company Secretary

Level 2, 22 Mount Street
Perth WA 6000
PO Box 7054
Cloisters Square Perth WA 6850
P: +61 8 6188 8181
F: +61 8 6188 8182
E: info@tempusresources.com.au
www.tempusresources.com.au

About the Blackdome-Elizabeth Gold Project

Tempus is focussed on rapidly verifying and expanding the historical high-grade Mineral Resource at the Blackdome-Elizabeth Project in British Columbia by drilling extensions to existing mineralisation and other high priority targets within the 350 km2 licence area, which remains relatively unexplored. Tempus also intends to leverage the existing permitted mill, tailings dam and other infrastructure at Blackdome with the aim of re-commencing production as the Project proceeds.

Forward-Looking Information and Statements

This press release contains certain “forward-looking information” within the meaning of applicable ‎Canadian securities ‎legislation. Such forward-looking ‎information and forward-looking statements are not ‎representative of historical facts or information or current ‎condition, but instead represent only the ‎Company’s beliefs regarding future events, plans or objectives, many of ‎which, by their nature, are ‎inherently uncertain and outside of Tempus’ control. Generally, such forward-looking ‎information or ‎forward-looking statements can be identified by the use of forward-looking terminology such as ‎‎”plans”, ‎‎”expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, ‎‎‎”anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or may ‎contain ‎statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be ‎taken”, “will continue”, ‎‎”will occur” or “will be achieved”. The forward-looking information and forward-‎looking statements contained herein ‎may include, but are not limited to, the use of proceeds from the Placement, the closing date of the Placement, the offering size of and investors into the Placement, the ability of the Company to leverage the existing permitted mill, tailings dam and other infrastructure at Blackdome-Elizabeth, the ability of the Company to rapidly verify and expand the historical high-grade Mineral Resource at the Blackdome-Elizabeth , the ability of Tempus to successfully achieve business ‎objectives, ‎and expectations ‎for other economic, ‎business, and/or competitive factors.‎ Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of Tempus to control or predict, that may cause Tempus’ actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out herein and the other risks and uncertainties disclosed under the heading “Risk Factors” in the Company’s listing application dated December 3, 2020 filed on SEDAR. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions ‎underlying the ‎forward-looking information or statements prove incorrect, actual results may vary ‎materially from those described ‎herein as intended, planned, anticipated, believed, estimated or ‎expected.‎ Although Tempus believes that the assumptions and factors used in preparing, and the expectations ‎contained ‎in, the forward-looking information and statements are reasonable, undue reliance should not ‎be placed on such ‎information and statements, and no assurance or guarantee can be given that such ‎forward-looking information and ‎statements will prove to be accurate, as actual results and future events ‎could differ materially from those anticipated ‎in such information and statements. The forward-looking ‎information and forward-looking statements contained in this ‎press release are made as of the date of ‎this press release, and Tempus does not undertake to update any ‎forward-looking information ‎and/or forward-looking statements that are contained or referenced herein, except in ‎accordance with ‎applicable securities laws. All subsequent written and oral forward-looking information and ‎statements ‎attributable to Tempus or persons acting on its behalf is expressly qualified in its entirety by this ‎‎notice.‎

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/70032

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Disclaimer

Before downloading, printing or viewing the Prospectus, please carefully read this information. By accessing the Prospectus (by clicking on the link below) you agree to and acknowledge that you have read and accept these terms and conditions of access. The information on this page is not part of the Prospectus. If you do not understand it, you should consult your professional adviser without delay.

Important Notice

Tempus Resources Ltd (ACN 625 645 338) (Company) has lodged a prospectus dated 4 August 2022 (Prospectus) with the Australian Securities and Investments Commission (ASIC) in respect of a pro-rata non-renounceable entitlement issue of 1 Share for every 2 Shares held by those Shareholders registered at the Record Date at an issue price of $0.05 per Share together with 1 free New Option for every Share applied for and issued to raise up to $3,898,286 (based on the number of Shares on issue as at the date of the Prospectus) (Offer).

The Prospectus also contains the following offers:

(a) an offer of 20,338,885 Options available to sophisticated and professional investors who participated in the placement announced by the Company on 27 July 2022 (Placement) on the basis of one (1) free attaching Option for every Share subscribed for under the Placement (Placement Options Offer); and

(b) an offer of 16,000,000 Options available to Peloton Capital Pty Ltd (ACN 149 540 018) (AFSL:406040) and Aesir Corporate Pty Ltd (ACN 615 591 976) a Corporate Authorised Representative (AR: 001269084) for Urd Services Pty Ltd (AFSL:511904) (or their nominees) in consideration for their services as joint lead managers to the Placement and the Offer (Lead Manager Options Offer), (together, the Offers).

The Company has specified a target market (Target Market) for investors under the Offers, which is set out in the target market determination available at (TMD). The Prospectus can only be accessed by investors in the TMD.

The Prospectus and TMD are an important document which should be read in its entirety. If, after reading the Prospectus you have questions about the Offers, TMD or any other matter, please contact your professional advisers without delay.

Neither ASIC nor ASX Limited, nor any of their respective officers, take any responsibility for the contents of the Prospectus or the merits of the investment to which the Prospectus relates.

The electronic copy of the Prospectus available on this website does not constitute an offer of, or an invitation to subscribe for, any securities. You may print out a hard copy of the Prospectus from this website or copy the electronic Prospectus on this website into an electronic file for your personal use only. You must not alter the contents of this electronic file in any way.

Alternatively, you may obtain a hard copy of the Prospectus free of charge by contacting the Company by phone on + 61 8 6188 8181 during office hours or by emailing the Company at info@tempusresources.com.au. To the extent permitted by law, the Company is not liable for any loss incurred from accessing or downloading the Prospectus from this website, including, but not limited to, data corruption or download.

Entitlement and Acceptance

Anyone who wants to take up their entitlement and apply for shortfall securities beyond their entitlement will need to carefully consider the TMD and Prospectus and complete the personalised Entitlement and Acceptance attached to or accompanied by the Prospectus (Acceptance Form) or pay the applications monies in accordance with the details set out in the Prospectus and Acceptance Form. The Corporations Act 2001 (Cth) prohibits any person from passing onto another person an Acceptance Form unless it is attached to or accompanied by a complete and unaltered version of a prospectus.

The Company reserves the right not to accept Acceptance Form or payment of application monies from a person if it has reason to believe that when that person was given access to the electronic Acceptance Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

If an Acceptance Form is not completed correctly, or if the accompanying payment is the wrong amount, the Company may, in its discretion, still treat the Acceptance Form to be valid. The Company’s decision to treat an acceptance as valid, and how to construe, amend or complete the Acceptance Form, will be final.

No Advice

Nothing contained on this website or in the Prospectus constitutes investment, legal, business, tax or other advice. In particular, the information on this website and in the Prospectus does not take into account your financial or investment objectives, financial situation or particular needs. In making an investment decision, you must rely on your own examination of the Company, the securities being offered for and the terms of the offering, including the merits and risks involved. You should consult your professional advisers for investment, legal, business, tax or other advice.

Persons to whom Offer is available

For legal reasons, the electronic version of the Prospectus accessible through this website is available to persons accessing this website from within Australia and New Zealand only. If you are accessing this website from anywhere outside Australia or New Zealand, please do not download the electronic version of the Prospectus.

The Prospectus does not constitute an offer, or invitation to apply for, of securities in any jurisdiction where, or to any person to whom, it would not be lawful to issue the Prospectus or to make the offer or invitation. It is the responsibility of any applicant outside Australia or New Zealand to ensure compliance with all laws of any country relevant to their applications, and any such applicant should consult their professional advisers as to whether any government or other consents are required, or whether any formalities need to be observed to enable them to apply for and be allotted any securities.

It is not practicable for the Company to comply generally with the securities laws of overseas jurisdictions having regard to the number of overseas shareholders, the number and value of securities those shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction. Accordingly, the offer pursuant to the Prospectus is only being extended and securities will only be issued to shareholders with a registered address in Australia or New Zealand.

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