FRANKLIN, IN – (July 11, 2024) – IBC Advanced Alloys Corp. (“IBC” or the “Company”) (TSX-V: IB; OTCQB: IAALF) announces that, further to its press release dated June 25, 2024, the Company has issued (i) 1,714,284 common shares in the capital of the Company (the “Fee Shares”) to its directors in consideration for their services to the Company for the period from July 2023 through June 2024, and (ii) 4,982,000 common shares in the capital of the Company (the “Bonus Shares”, and together with the Fee Shares, the “Common Shares”) to Mark Smith in consideration for his guarantee of amounts owing under the Company’s credit facilities with Iron Horse Credit, LLC and Sallyport Commercial Finance, LLC. The shares are subject to a four month and one day hold period.
The issuance of Common Shares was approved by the TSX Venture Exchange (the “TSX-V”) on July 10, 2024.
After the issuances, Mark Smith, Geoffrey Hampson, Simon Anderson and Michael Jarvis currently hold an aggregate of approximately 26.0% of the issued and outstanding Common Shares. Each issuance of Common Shares to the directors constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and TSX-V Policy 5.9 Protection of Minority Security Holders in Special Transactions. The Company is relying on exemptions from the formal valuation and minority approval requirements contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, on the basis that the fair market value of the transaction does not exceed 25% of the Company’s market capitalization.
Early Warning Disclosure
As a result of the issuances of Common Shares (the “Issuances”), Mr. Smith acquired ownership and control of 5,410,571 Common Shares at a deemed issue price of C$0.07 per Common Share, for aggregate deemed consideration of C$378,739.97.
Prior to acquiring the Common Shares, Mr. Smith owned 17,064,238 Common Shares and 250,000 stock options to acquire Common Shares (the “Options”). The 17,064,238 Common Shares represented 15.99% of the total number of issued and outstanding Common Shares prior to giving effect to the Issuances. If all of the Options held by Mr. Smith were exercised prior to giving effect to the Issuances, an aggregate of 17,314,238 Common Shares would have been owned by Mr. Smith, representing approximately 16.18% of the issued and outstanding Common Shares on a partially-diluted basis.
Immediately following the Issuances, Mr. Smith owned a total of 22,474,809 Common Shares representing approximately 19.81% of the issued and outstanding Common Shares, and 250,000 Options. Assuming exercise of all of the Options held by Mr. Smith, an aggregate of 22,724,809 Common Shares would be owned by Mr. Smith, representing approximately 19.99% of the issued and outstanding Common Shares on a partially-diluted basis.
Mr. Smith acquired the Common Shares for investment purposes. Mr. Smith may from time to time acquire additional securities, dispose of some or all of the existing or additional securities or may continue to hold the securities of the Company.
The Company’s head office is located at 401 Arvin Road, Franklin, IN 46131-1549.
To obtain a copy of the early warning report filed under applicable Canadian securities laws in connection with the Issuances, please see the Company’s profile on SEDAR+ at www.sedarplus.ca, or contact Mr. Smith, 401 Arvin Road, Franklin, IN 46131-1549, Telephone: 317-738-2558.
On Behalf of the Board of Directors:
“Mark Smith”
Mark Smith, CEO & Chairman
# # #
Contact:
Mark A. Smith, CEO & Chairman
Jim Sims, Director of Investor and Public Relations
+1 (303) 503-6203
Email: [email protected]
Website: www.ibcadvancedalloys.com
@IBCAdvanced $IB $IAALF #Beryllium #Beralcast
About IBC Advanced Alloys Corp.
IBC is a leading advanced copper alloys manufacturer serving a variety of industries such as defense, aerospace, automotive, telecommunications, precision manufacturing, and others. At its vertically integrated production facility in Franklin, Indiana, IBC manufactures and distributes a variety of copper alloys as castings and forgings, including beryllium copper, chrome copper, and aluminum bronze. The Company’s common shares are traded on the TSX-V under the symbol “IB” and the OTCQB under the symbol “IAALF”.
Cautionary Statements
Neither TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.
Certain information contained in this news release may be forward-looking information or forward-looking statements as defined under applicable securities laws. Forward-looking information and forward-looking statements are often, but not always identified by the use of words such as “expect”, “anticipate”, “believe”, “foresee”, “could”, “estimate”, “goal”, “intend”, “plan”, “seek”, “will”, “may” and “should” and similar expressions or words suggesting future outcomes. This news release includes forward-looking information and statements pertaining to, among other things, future acquisitions and dispositions of securities by Mark Smith Forward-looking statements involve substantial known and unknown risks and uncertainties, certain of which are beyond the Company’s control including: the risk that the Company may not be able to make sufficient payments to retire its debt, the impact of general economic conditions in the areas in which the Company or its customers operate, including the semiconductor manufacturing and oil and gas industries, risks associated with manufacturing activities, changes in laws and regulations including the adoption of new environmental laws and regulations and changes in how they are interpreted and enforced, increased competition, the lack of availability of qualified personnel or management, limited availability of raw materials, fluctuations in commodity prices, foreign exchange or interest rates, stock market volatility and obtaining required approvals of regulatory authorities. As a result of these risks and uncertainties, the Company’s future results, performance or achievements could differ materially from those expressed in these forward-looking statements. All statements included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. These statements are based on assumptions made by the Company based on its experience, perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances.
Please see “Risks Factors” in our Annual Information Form available under the Company’s profile at www.sedarplus.ca, for information on the risks and uncertainties associated with our business. Readers should not place undue reliance on forward-looking information and statements, which speak only as of the date made. The forward-looking information and statements contained in this release represent our expectations as of the date of this release. We disclaim any intention or obligation or undertaking to update or revise any forward-looking information or statements whether as a result of new information, future events or otherwise, except as required under applicable securities laws.
