/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S.
WIRE SERVICES/
VANCOUVER,
BC, May 23, 2023 /CNW/ - Zacapa Resources
Ltd. (TSXV: ZACA) (OTCQB: ZACAF) (DE: BH0) announces a
non-brokered private placement (the "Offering") for the sale
of up to 40,000,000 units (the "Units") at a price of
$0.05 per Unit for gross proceeds of
up to $2,000,000. Each Unit will be
comprised of one common share (each, a "Unit Share") and one
common share purchase warrant (a "Warrant"). Each Warrant
will entitle the holder thereof to purchase one common share (each,
a "Warrant Share") at a price of C$0.075 for a period of 36 months following the
closing date of the Offering.
The net proceeds from the sale of Units will be
used for exploration, working capital and general corporate
purposes. Finder's fees of up to 6% cash and broker warrants will
be payable in accordance with the policies of the TSX Venture
Exchange ("TSXV").
If at any time after the date that is four months
after closing, the closing price of the common shares of Zacapa as
traded on the TSXV is greater than $0.25 for 10 consecutive trading days, the Issuer
shall have the right to accelerate the expiry date of the Warrants
by giving notice, via a news release, of its exercise of such right
and thereafter the Warrants will, without further notice or act by
the Issuer, automatically expire and be of no further force and
effect on the date that is 30 days after the issuance of said news
release.
Certain directors of Zacapa will subscribe for
Units in the Offering. The subscription of Units to insiders
pursuant to the Offering is considered a related party transaction
for purposes of Multilateral Instrument 61-101 – Protection of
Minority Shareholders in Special Transactions ("MI
61-101"). Zacapa will rely on exemptions from the formal
valuation and minority shareholder approval requirements provided
under sections 5.5(a) and 5.7(a) of MI 61-101 in respect of such
insider participation, based on the determination that fair market
value of the participation in the Offering by insiders will not
exceed 25% of the market capitalization of Zacapa, as determined in
accordance with MI 61-101.
None of the securities sold in connection with
the Offering will be registered under the United States Securities
Act of 1933, as amended, and no such securities may be offered or
sold in the United States absent registration or an
applicable exemption from the registration requirements. This news
release shall not constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful.
The closing of the Offering is subject to receipt
of all necessary regulatory approvals including the TSXV. The Unit
Shares, Warrant Shares and any common shares that are issuable from
any broker warrants will be subject to a hold period of four months
and one day in accordance with applicable securities
laws.
About Zacapa
Zacapa is a mineral exploration company engaged
in gold and copper exploration in world class jurisdictions in the
southwest United States, including
Arizona, Nevada, Idaho, and California. The portfolio includes epithermal
gold projects at South Bullfrog, Kramer
Hills, and Miller Mountain
and the Pearl porphyry copper project. These assets are being
advanced by a highly disciplined and seasoned professional team
with successful track records of discovery, resource development
and mine permitting.
For more information, please visit
www.zacaparesources.com
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. Certain information set
forth in this news release may contain forward-looking statements
that involve substantial known and unknown risks and uncertainties.
All statements within, other than statements of historical fact,
are to be considered forward looking. Although Zacapa believes the
expectations expressed in such forward-looking statements are based
on reasonable assumptions, such statements are not guarantees of
future performance and actual results or developments may differ
materially from those in forward-looking statements. Zacapa
cautions that all forward-looking statements are inherently
uncertain, and that actual performance may be affected by a number
of material factors, many of which are beyond Zacapa's control.
Accordingly, actual and future events, conditions and results may
differ materially from the estimates, beliefs, intentions and
expectations expressed or implied in the forward-looking
information. Readers are advised to rely on their own evaluation of
such uncertainties. Except as required under applicable securities
legislation, Zacapa undertakes no obligation to publicly update or
revise forward-looking information.
SOURCE Zacapa Resources