ValOre Closes CDN$1,771,750 First Tranche of Private Placement
08 August 2019 - 8:17AM
ValOre Metals Corp. (TSX‐V: VO) ("ValOre") today
announced the closing of the first tranche of the previously
announced private placement (the “Placement”) see ValOre news
releases, dated June 6, 2019 and July 16, 2019). Pursuant to this
financing, ValOre has issued 7,087,000 Units at a price of $0.25
per Unit for gross proceeds of $1,771,750. Each Unit consists of
one ValOre common share (“Share”) and one-half of one common share
purchase warrant (each whole common share purchase warrant, a
“Warrant”). Each Warrant will be exercisable into one Share for
C$0.35 per Share for a period of two years expiring August 6, 2021.
Gross proceeds will be used to fund costs of the
Pedra Branca Platinum Group Metals acquisition (the “Transaction”),
exploration expenditures on ValOre’s projects and working capital.
Sufficient funds have been committed by investors to exceed the
minimum C$3-million financing amount necessary to close the
Transaction. The Placement will close in multiple tranches, and
insiders of ValOre will participate. Any insider participation will
be considered to be a related-party transaction within the meaning
of TSX Venture Exchange Policy 5.9 and Multilateral Instrument
61-101. ValOre Chairman and CEO, James Paterson, (a related party
as such term is defined in Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions
(“MI 61-101”)) participated in the Private Placement and acquired
an aggregate of 4,100,000 Units. This portion of the Private
Placement constituted a related party transaction for the purposes
of TSX Venture Exchange Policy 5.9 and MI 61-101. The Company
relied on Section 5.5(a) of MI 61-101 for an exemption from the
formal valuation requirement and Section 5.7(1)(a) of MI 61-101 for
an exemption from the minority shareholder approval requirement of
MI 61-101 as the fair market value of the transaction insofar as
the transaction involved interested parties did not exceed 25% of
the Company’s market capitalization. The Private Placement was
unanimously approved by the directors of the Company, with Mr.
Paterson disclosing his interests and abstaining from voting with
respect thereto. The Company did not file a material change report
more than 21 days before the expected closing of the Private
Placement as the details of the Private Placement and the
participation therein by related parties of the Company were not
settled until shortly prior to closing and the Company wished to
close on an expedited basis for sound business reasons.
Finders’ fees of $9,000 and 72,0000 warrants
were issued to various finders related to the closing of this
tranche of the Placement. The finders’ warrants have the same
terms and conditions as the Warrants issued to the subscribers
under the Placement. All securities issued under this first tranche
are subject to TSXV and securities regulatory legends expiring on
December 9, 2019. Completion of the financing is subject to
acceptance by the TSX Venture Exchange. On behalf of the Board of
Directors, "Jim Paterson" James R. Paterson, Chairman and CEO
ValOre Metals Corp.
For further information about, ValOre Metals
Corp. or this news release, please visit our website
at www.valoremetals.com or contact Investor Relations
toll free at 1.888.331.2269, at 604.646.4527, or by email
at contact@valoremetals.com.
ValOre Metals Corp. is a member of Discovery Group. For more
information please visit: www.discoverygroup.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 release. This news release
contains “forward-looking statements” within the meaning of
applicable securities laws, including statements regarding the use
of proceeds of the Placement. Although ValOre believes that the
expectations reflected in its forward-looking statements are
reasonable, such statements have been based on factors and
assumptions concerning future events that may prove to be
inaccurate. These factors and assumptions are based upon currently
available information to ValOre. Such statements are subject to
known and unknown risks, uncertainties and other factors that could
influence actual results or events and cause actual results or
events to differ materially from those stated, anticipated or
implied in the forward-looking statements. A number of important
factors including those set forth in other public filings could
cause actual outcomes and results to differ materially from those
expressed in these forward-looking statements. Factors that could
cause the actual results to differ materially from those in
forward-looking statements include the future operations of ValOre
and economic factors. Readers are cautioned to not place undue
reliance on forward-looking statements. The statements in this
press release are made as of the date of this release and, except
as required by applicable law, ValOre does not undertake any
obligation to publicly update or to revise any of the included
forward-looking statements, whether as a result of new information,
future events or otherwise. ValOre undertakes no obligation to
comment on analyses, expectations or statements made by third
parties in respect of ValOre, or its financial or operating results
or (as applicable), their securities.
Contact: James Paterson; Phone: 778-773-9882
ValOre Metals (TSXV:VO)
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