Puma Exploration Inc. (TSXV: PUMA) (the "Company" or "Puma")
announces that it is undertaking a major restructuration of the
Company including, but not limited to, a private placement of $1M,
a proposed consolidation 10:1, and the resignation of its Executive
Chairman and Director Arness Cordick.
Private Placement for $1MPuma
is undertaking a non-brokered private placement of units (the
"Offering"), which has been conditionally approved by the TSX
Venture Exchange (TSX-V), for a minimum of $216,000 and a maximum
of $1,000,000. Pursuant to the placement, Puma is offering a
maximum of 40,000,000 units at a price of $0.025 per unit. Each
unit consists of one common share and one common share purchase
warrant (a “Warrant”). Each Warrant entitles the holder to acquire
one common share at a price of $0.05 per common share for a period
of 48 months after the closing.
The Offering is open to accredited investors and
family, friends and business associates and to existing
shareholders of Puma in accordance with “Regulation 45-513
Respecting Prospectus Exemption for Distribution to Existing
Security Holders” and other various corresponding blanket orders
and rules of other Canadian jurisdictions that have adopted a
similar exemption (collectively the " Holders’ Exemption").
Existing shareholders of Puma interested in
participating in the Offering should contact Puma using the contact
information set out below as soon as possible as the Offering shall
be allocated on a "first come, first served" basis until the
Offering is fully subscribed. The Company may close the
Offering in several tranches, the first of which it intends to
close around July 31, 2019.
The Company will use the proceeds of the
Offering for purposes of working capital and to maintain and
preserve its existing operations, activities and assets. The Shares
and Warrants issued under the Offering will be subject to a holding
period of 4 months and 1 day following the closing.
The Company has set July 24, 2019 as the record
date (the "Record Date") for the purpose of determining existing
shareholders of Puma entitled to participate in the Offering
pursuant to the Holders’Exemption. Any shareholder purchasing under
the Holders’Exemption will have to represent in writing that he
held common shares of the Company as of the Record Date and
continues to hold them.
Also, the aggregate acquisition cost to a
subscriber under the Holders’ Exemption cannot exceed $15,000,
unless that subscriber has obtained advice regarding the
suitability of the investment and, if the subscriber is resident in
a jurisdiction of Canada, such advice is obtained from a person
that is registered as an investment dealer in the subscriber's
jurisdiction.
Consolidation of Common Shares
10:1Puma is proposing to consolidate its issued and
outstanding common shares on the basis of one post-consolidation
common share for every 10 pre-consolidation common shares.
The share consolidation must be approved by a
special resolution of the shareholders of Puma at the annual
general and special meeting of shareholders to be held on October
3, 2019 (the “Meeting”). To be effective, the special
resolution must be approved by no less than 66.66% of the votes
casted at the Meeting by shareholders in person or represented by
proxy. The share consolidation is also subject to the approval of
the TSX-V.
Notwithstanding the required approvals being
obtained, the Board of Puma, in its sole discretion, may abandon
the share consolidation without further approval by or prior notice
to shareholders.
If the approvals required for the share
consolidation are obtained and the Board decides to implement the
share consolidation, the share consolidation will occur at a time
determined by the Board and announced by a news release of the
Company.
There are 232,435,223 common shares currently
issued and outstanding. Assuming the consolidation 10:1 and the
completion of the maximum Offering, the number of
post-consolidation common shares issued and outstanding will be
approximately 27,435,223 post-consolidation common shares (on a
non-diluted basis and subject to rounding to account for fractional
shares). The exercise or conversion price of, and the number of
common shares issuable under, any convertible securities of the
Company will be proportionately adjusted upon the completion of the
share consolidation. The Company's name and trading symbol will
remain unchanged.
The expected benefits of the share consolidation
include increased investor interest, improved trading liquidity,
and reduced price volatility. Also, the consolidation will offer
Puma more optionality to finalise the purchase agreements for the
Murray Brook Property.
Full details regarding the proposed share
consolidation will be included in the Company's management
information circular for the Meeting, which will be available under
the Company's profile on SEDAR on or before August 30, 2019.
Resignation of Director and Executive
Chairman Arness CordickPuma also announces that Mr. Arness
Cordick, for personal reasons, has tendered his resignation as
Executive Chairman and director of the Company. Mr. Cordick’s
departure is effective immediately.
Qualified Persons and QC/ACThe
content of this press release was prepared by Marcel Robillard,
P.Geo., President of Puma, qualified person as defined by NI
43-101, who supervised the preparation and technical information
that forms the basis for this news release. Neither 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. Mr.
Robillard is not independent of the Company, as is officer and
shareholder thereof.
About the Murray Brook
ProjectThe Murray Brook Project consists of three (3)
distinct contiguous areas that covers 8,800 hectares and more than
18 kilometers of the favorable rocks that host the operating
Caribou Mine (Trevali Mining Corp.), on the east side, the Murray
Brook Deposit and the past operating Restigouche Mine (Trevali
Mining Corp.). From east to west, the Murray Brook Project
comprises the Murray Brook East Property (4925), the Murray Brook
Mining Lease (# 252) and the Murray Brook West Property (7846).
The Murray Brook East and Murray Brook West
Properties have been subject to various degrees of exploration and
share the same potential of increasing the mineral resources
defined at the Murray Brook Deposit and several future priority
targets have been defined on these properties.
About the Murray Brook
DepositThe Murray Brook Deposit (Mining Lease #252) covers
an area of 484 hectares with a currently defined measured and
indicated mineral resources of 5.28 million tonnes averaging 5.24%
zinc, 1.80% lead, 0.46% copper, 68.9 g/t silver and 0.65 g/t gold.
The core of this mineral resource occurs in the West Zone which is
200 meters wide, extending from surface to 300 meters vertical and
the true thickness of the massive sulphide body varies from 75
meters to 100 meters. The East Zone (Copper-Gold) is 100 meters
wide, also extending from surface to 300 vertical meters and is
mainly mineralized with gold and copper. On February 20, 2017, a NI
43-101 report was accepted and filed on SEDAR.
About PumaPuma is a Canadian
mineral exploration company with advanced precious and base metals
projects in Canada. The Company's major assets consist of an option
to acquire 100% beneficial interest in the Murray Brook Property,
the wholly owned Turgeon Zinc-Copper Project and the Nicholas-Denys
Project all located in the Bathurst Mining Camp of New Brunswick.
As well as an equity interest in BWR Resources, exploring in
Manitoba. Puma’s objective for the coming year is to focus its
exploration efforts in New Brunswick and advance the Murray Brook
Deposit.
You can visit us on Facebook and Twitter.Learn
more by consulting www.pumaexploration.com for further information
on Puma.
Marcel Robillard, President(418)
724-0901president@explorationpuma.com
Forward-Looking Statements: This press release
may contain forward-looking statements. Such forward-looking
statements involve a number of known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of Puma to be materially different from
actual future results and achievements expressed or implied by such
forward-looking statements. Readers are cautioned not to place
undue reliance on these forward-looking statements which speak only
as of the date the statements were made, except as required by law.
Puma undertakes no obligation to publicly update or revise any
forward-looking statements. These risks and uncertainties are
described in the quarterly and annual reports and in the documents
submitted to the securities administration.
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