/THIS NEWS RELEASE IS NOT AUTHORIZED FOR
DISTRIBUTION TO UNITED STATES
NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./
VANCOUVER, Feb. 21, 2019 /CNW/ - Chantrell Ventures Corp.
("Chantrell" or the "Company") (TSX-V: CV.H)
is pleased to announce that it has entered into an agreement with
Canaccord Genuity Corp. (the "Lead Underwriter") and a
syndicate of underwriters (together with the Lead Underwriter, the
"Underwriters") to issue, on a bought deal private placement
basis, 3,100,000 subscription receipts (the "Subscription
Receipts") at a price of C$3.88
per Subscription Receipt (the "Issue Price") in the capital
of the Company for aggregate gross proceeds of approximately
C$12,028,000 (the
"Offering").
Each Subscription Receipt will be automatically converted,
without payment of additional consideration, into one unit in the
capital of the Company (a "Unit") in connection with the
completion of the proposed business combination between Chantrell
and Osisko Mining Inc. ("Osisko") that will result in a
reverse takeover of Chantrell by Osisko (the "Proposed
Transaction") to form a new company to be named O3 Mining
Corporation (the "Resulting Issuer") (as outlined in the
Company's press release dated February
20, 2019). The net proceeds of the Offering will be
held in escrow pending satisfaction of the escrow release
conditions which includes completion of the Proposed
Transaction.
Each Unit shall be comprised of one post-consolidation common
share in the capital of Chantrell (a "Common Share") and one
post-consolidation warrant of Chantrell (a "Warrant").
Each Warrant will be exercisable to acquire one additional Common
Share (a "Warrant Share") for a period of 36 months
following the effective date of the Proposed Transaction at an
exercise price of C$4.46 per Warrant
Share.
The Company has agreed to grant to the Underwriters an option to
sell up to an additional 900,000 Subscription Receipts of the
Company on the same terms and conditions as the Offering,
exercisable by the Lead Underwriter in whole or in part at any time
up to 48 hours prior to the Closing Date (as herein defined).
The net proceeds from the Offering will be used by the Resulting
Issuer for exploration and development of the Marban and Garrison
deposits as well as general corporate purposes.
The Subscription Receipts will be issued on a private placement
basis in certain provinces of Canada, in each case, pursuant to applicable
exemptions from the prospectus requirements under applicable
securities laws and such other jurisdictions as may be mutually
agreed upon by Canaccord Genuity and the Company.
The Offering is scheduled to close on or about March 19, 2019 (the "Closing Date") and is
subject to certain conditions including, but not limited to, the
receipt of all necessary regulatory and other approvals including
the approval of the TSX Venture Exchange and the securities
regulatory authorities. The Proposed Transaction will be structured
in such a manner as the underlying Common Shares and Warrant Shares
issuable upon the conversion of the Subscription Receipts and
Warrants respectively, will be freely tradeable on the TSXV and not
subject to any statutory hold period following the closing of the
Proposed Transaction.
In the event that the escrow release conditions are not
satisfied prior to July 19, 2019, the
proceeds will be returned to the holders of the Subscription
Receipts and the Subscription Receipts shall be cancelled.
For more information please see the Company website at
www.chantrell.ca.
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 press release.
This press release contains forward-looking statements within
the meaning of applicable Canadian and U.S. securities laws and
regulations, including statements regarding the future activities
of the Company, closing of the Offering, receipt of the necessary
approvals in connection with Offering and Proposed Transaction, use
of proceeds, listing on the TSXV and satisfaction of the escrow
release conditions. Forward looking statements reflect the current
beliefs and expectations of management and are identified by the
use of words including "will", "anticipates", "expected to",
"plans", "planned" and other similar words. Actual results may
differ significantly. The achievement of the results expressed in
forward-looking statements is subject to a number of risks,
including those described in the Company's management discussion
and analysis as filed with the Canadian securities regulatory
authorities which are available at www.sedar.com. Investors are
cautioned not to place undue reliance upon forward-looking
statements.
This news release shall not constitute an offer to sell or
solicitation of an offer to buy the securities in any
jurisdiction. The common shares will not be and have not been
registered under the United States Securities Act of 1933 and may
not be offered or sold in the United
States absent registration or applicable exemption from the
registration requirements.
SOURCE Chantrell Ventures Corp.