GoviEx Uranium Inc. ("
GoviEx" or the
"
Company") (TSXV: GXU; OTCQB: GVXXF) is pleased to
announce that it has entered into an agreement with Eight Capital
and Sprott Capital Partners, as lead underwriters and joint
bookrunners (collectively, the "
Underwriters"), in
connection with a "bought deal" private placement financing of
68,572,000 units of the Company (the "
Units") at a
price of $0.175 per Unit (the "
Issue Price"), for
aggregate gross proceeds of $12,000,100 (the
"
Offering").
Each Unit will be comprised of one common share
of the Company (each, a "Common Share") and one
common share purchase warrant (each, a "Warrant"),
with each Warrant entitling the holder thereof to purchase one
additional Common Share at an exercise price equal to the United
States dollar equivalent of $0.25 (the foreign exchange rate to be
set based on the Bank of Canada daily exchange rate for United
States dollars one business day prior to the Closing Date (as
defined below) for a period of 24 months following the closing date
of the Offering.
The Company has granted the Underwriters an
option, exercisable in whole or in part up to 48 hours prior to the
closing of the Offering, to purchase up to an additional 15% of the
Units at the Issue Price (the “Underwriters’
Option”).
The Company intends to use the net proceeds of
the Offering for exploration, engineering and general corporate and
working capital purposes.
The closing of the Offering is expected to occur
on or about May 11, 2023 (the “Closing Date”), and
is subject to certain conditions including, but not limited to, the
receipt of all necessary approvals, including the conditional
approval from the TSX Venture Exchange.
The Units to be issued under the Offering will
be offered to purchasers pursuant to the: (i) accredited investor
exemption under National Instrument 45-106 – Prospectus Exemptions
(“NI 45-106”) (the “Hold Units”)
in an amount up to 22,857,334 Units (26,285,933 Units if the
Underwriters’ Option is exercised in full), and (ii) the listed
issuer financing exemption under Part 5A of NI 45-106 in an amount
up to 45,714,666 Units (52,571,866 Units if the Underwriters’
Option is exercised in full) (the “LIFE Units”),
in all the provinces of Canada, except Québec. The LIFE Units will
not be subject to resale restrictions pursuant to applicable
Canadian securities laws. The Hold Units will be subject to the
statutory hold period of four months and one day from the date of
issuance in accordance with applicable Canadian securities laws.
Purchasers under the Offering will receive a fixed ratio of LIFE
Units to Hold Units, being 2:1.
There is an offering document relating to the
Offering that can be accessed under the Company’s profile at
www.sedar.com and on the Company’s website at www.goviex.com.
Prospective investors should read this offering document before
making an investment decision.
This news release does not constitute an
offer to sell or a solicitation of an offer to buy any securities
in the United States or any other jurisdiction. No securities may
be offered or sold in the United States or in any other
jurisdiction in which such offer or sale would be unlawful absent
registration under the U.S. Securities Act of 1933, as amended, or
an exemption therefrom or qualification under the securities laws
of such other jurisdiction or an exemption therefrom.
About GoviEx Uranium
Inc.
GoviEx is a mineral resource company focused on
the exploration and development of uranium properties in Africa.
GoviEx’s principal objective is to become a significant uranium
producer through the continued exploration and development of its
flagship mine-permitted Madaouela project in Niger and its
mine-permitted Mutanga project in Zambia.
Contact Information
Isabel Vilela Head of Investor Relations and
Corporate Communications Tel: +1-604-681-5529 Email:
info@goviex.com Web: www.goviex.com
Cautionary Note Regarding
Forward-Looking InformationThis news release may
contain forward-looking information within the meaning of
applicable securities laws. All information and statements other
than statements of current or historical facts contained in this
news release are forward-looking information.
Forward-looking statements are subject to
various risks and uncertainties concerning the specific factors
disclosed here and elsewhere in GoviEx’s periodic filings with
Canadian securities regulators. When used in this news release,
words such as "will", "could", "plan", "estimate", "expect",
"intend", "may", "potential", "should," and similar expressions,
are forward- looking statements. Information provided in this
document is necessarily summarized and may not contain all
available material information.
Forward-looking statements include those with
respect to the anticipated quantum, timing and completion of the
bought deal private placement; receipt of TSX Venture Exchange
acceptance of the private placement; and the proposed use of the
proceeds of the private placement.
Although the Company believes the expectations
reflected in such forward-looking statements are based on
reasonable assumptions, it can give no assurances that its
expectations will be achieved. Such assumptions, which may prove
incorrect, include the following: (i) receipt of TSX Venture
Exchange acceptance of the private placement will be obtained; (ii)
sufficient subscriptions will be received to complete the entirety
of the Offering; (iii) the price of uranium will remain
sufficiently high and the costs of advancing the Company’s mining
projects sufficiently low so as to permit GoviEx to implement its
business plans in a profitable manner.
Factors that could cause actual results to
differ materially from expectations include (i) the Company’s
failure to complete the private placement in-part or in-full; (ii)
inability to make effective use of the proceeds of the private
placement; (iii) the failure of the Company’s projects, for
technical, logistical, labour-relations, or other reasons; (iv) the
Company’s inability to obtain TSX Venture Exchange acceptance of
the private placement; (iv) a decrease in the price of uranium
below what is necessary to sustain the Company’s operations; (v) an
increase in the Company’s operating costs above what is necessary
to sustain its operations; (vi) accidents, labour disputes, or the
materialization of similar risks; (vii) a deterioration in capital
market conditions that prevents the Company from raising the funds
it requires on a timely basis; and (viii) generally, the Company’s
inability to develop and implement a successful business plan for
any reason.
In addition, the factors described or referred
to in the section entitled “Risk Factors” in the MD&A for the
year ended December 31, 2021, of GoviEx, which is available on the
SEDAR website at www.sedar.com, should be reviewed in conjunction
with the information found in this news release.
Although GoviEx has attempted to identify
important factors that could cause actual results, performance, or
achievements to differ materially from those contained in the
forward-looking statements, there can be other factors that cause
results, performance, or achievements not to be as anticipated,
estimated, or intended. There can be no assurance that such
information will prove to be accurate or that management's
expectations or estimates of future developments, circumstances, or
results will materialize. As a result of these risks and
uncertainties, no assurance can be given that any events
anticipated by the forward-looking information in this news release
will transpire or occur, or, if any of them do so, what benefits
that GoviEx will derive therefrom. Accordingly, readers should not
place undue reliance on forward-looking statements. The
forward-looking statements in this news release are made as of the
date of this news release, and GoviEx disclaims any intention or
obligation to update or revise such information, except as required
by applicable law.
This news release does not constitute an offer
to sell or a solicitation of an offer to buy, nor shall there be
any sale of any of the securities in any jurisdiction in which such
offer, solicitation, or sale would be unlawful, including any of
the securities in the United States of America. The securities have
not been and will not be registered under the United States
Securities Act of 1933 (the “1933 Act”) or any state securities
laws and may not be offered or sold within the United States or to,
or for account or benefit of, U.S. Persons (as defined in
Regulation S under the 1933 Act) unless registered under the 1933
Act and applicable state securities laws, or an exemption from such
registration requirements is available
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 news release. No stock exchange,
securities commission or other regulatory authority has approved or
disapproved the information contained herein.
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