Regulus Resources Inc. ("Regulus" or the
"Company", TSX-V: REG, OTCQX: RGLSF) is pleased to
announce that its non-brokered private placement (the
"
Private Placement"), previously announced on
December 22, 2022, has been upsized to 22,658,974 common shares
("
Common Shares") at a price of C$1.02 per Common
Share for total gross proceeds of C$23,112,153.
On December 22, 2022 the Company announced a
strategic investment by Nuton, a Rio Tinto Venture, ("Nuton") to
acquire an approximate 16.5% interest in Regulus. The Company's
largest shareholder, Route One Investment Company LLC
("Route One"), has elected to participate in the
Private Placement by agreeing to purchase 2,600,000 Common Shares
at a price of C$1.02 per share.
Upon closing the financing, Route One will own
21.81% and Nuton will own 16.11% of the Company. The Company plans
to use the proceeds to advance the AntaKori project and for general
corporate purposes.
Closing of the financing is expected by the end
of January and is subject to various conditions including approval
of the TSX venture Exchange. No finders fee is payable in
connection with the Private Placement.
Route One is a control person of the Company.
Accordingly, the participation of Route One in the Private
Placement constitutes a related party transaction under
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions ("61-101"). The
Company is exempt from formal valuation and minority approval under
MI 61-101 as the fair market value of Route One's participation in
the Private Placement does not exceed more than 25% of the market
capitalization of the Company, as set forth in Sections 5.5(a) and
5.7(1)(a) of MI 61-101.
The Company will not file a material change
report more than twenty-one (21) days before the expected closing
date of the Private Placement as the details of the Private
Placement were not finalized until January 19, 2023, and the
Company wishes to close the Private Placement as soon as
practicable.
The securities referred to in this news release
have not been, nor will they be, registered under the United States
Securities Act of 1933, as amended, and may not be offered or sold
within the United States or to, or for the account or benefit of,
U.S. persons absent U.S. registration or an applicable exemption
from the U.S. registration requirements. This release does not
constitute an offer for sale of, nor a solicitation for offers to
buy, any securities in the United States. Any public offering of
securities in the United States must be made by means of a
prospectus containing detailed information about the issuer and its
management, as well as financial statements.
ON BEHALF OF THE REGULUS BOARD (signed) "John
Black" John BlackCEO and DirectorTel: +1 (604) 685-6800Email:
info@regulusresources.com
For further information, please contact:
Regulus Resources Inc.Ben CherringtonTel: +1 1
347 394 2728Email: ben.cherrington@regulusresources.com
About Regulus Resources Inc. and the
AntaKori Project
Regulus is an international mineral exploration
company run by an experienced technical and management team. The
principal project held by Regulus is the AntaKori
copper-gold-silver project in northern Peru. The AntaKori project
currently hosts a resource with indicated mineral resources of 250
million tonnes with a grade of 0.48 % Cu, 0.29 g/t Au and 7.5 g/t
Ag and inferred mineral resources of 267 million tonnes with a
grade of 0.41 % Cu, 0.26 g/t Au, and 7.8 g/t Ag (independent
technical report prepared by AMEC Foster Wheeler (Peru) S.A., a
Wood company, titled AntaKori Project, Cajamarca Province, Peru, NI
43-101 Technical Report, dated February 22, 2019 - see news release
dated March 1, 2019). Mineralization remains open in most
directions.
For further information on Regulus Resources
Inc., please consult our website at www.regulusresources.com.
Forward Looking Information
Certain statements regarding Regulus, including
management's assessment of future plans and operations, may
constitute forward-looking statements under applicable securities
laws and necessarily involve known and unknown risks and
uncertainties, most of which are beyond Regulus' control. Often,
but not always, forward-looking statements or information can be
identified by the use of words 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 statements
that certain actions, events or results "may", "could", "would",
"might" or "will" be taken, occur or be achieved.
Specifically, and without limitation, all
statements included in this press release that address activities,
events or developments that Regulus expects or anticipates will or
may occur in the future, including the expected use of proceeds of
the Private Placement, receipt of exchange approvals, the proposed
exploration and development of the AntaKori project described
herein, and management's assessment of future plans and operations
and statements with respect to the completion of the anticipated
exploration and development programs, may constitute
forward-looking statements under applicable securities laws and
necessarily involve known and unknown risks and uncertainties, most
of which are beyond Regulus' control. These risks may cause actual
financial and operating results, performance, levels of activity
and achievements to differ materially from those expressed in, or
implied by, such forward-looking statements. Although Regulus
believes that the expectations represented in such forward-looking
statements are reasonable, there can be no assurance that such
expectations will prove to be correct. The forward-looking
statements contained in this press release are made as of the date
hereof and Aldebaran does not undertake any obligation to publicly
update or revise any forward-looking statements or information,
whether as a result of new information, future events or otherwise,
unless so required by applicable securities law.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in policies
of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this release.
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