$500,000 Non-Brokered Financing for Candente CopperCandente Copper arranges $500,000 placement 2016-07-11 08:46 ET - News Release
Ms. Joanne Freeze reports
CANDENTE COPPER ANNOUNCES NON-BROKERED FINANCING
Subject to regulatory approval, Candente Copper Corp. intends to carry out a non-brokered private placement to raise gross proceeds of approximately $500,000. Approximately $250,000 of the gross proceeds of the private placement are to be used to further define drill targets on the Canariaco Sur copper-gold deposit and Quebrada Verde Cu-Au target and approximately $250,000 will be used for working capital and general corporate purposes.
The private placement will consist of the sale of approximately 5,555,555 units at a price of nine cents to raise gross proceeds of approximately $500,000. Each unit will consist of one common share of the company and one-half share purchase warrant. Each full warrant will be exercisable for one additional share of the company's common stock for two years at a conversion price of 15 cents, subject to an acceleration provision. If at any time after Nov. 30, 2016, the company's common shares have a closing price on the TSX Venture Exchange at or above a price of 30 cents per share for a period of 10 consecutive trading days, the company may give notice by news release that expiration of the warrants will be accelerated to 40 days from the date of providing such notice. Both unit and warrant shares will be subject to a mandatory four-month hold period commencing the day of closing of the private placement.
If aggregate subscriptions for units under private placement exceed the maximum number of units to be sold, Candente Copper may increase the size of the private placement or subscriptions will otherwise be accepted on a first-come-first-served basis. The company may pay finders' fees in connection with a portion of the private placement.
Joanne Freeze, chief executive officer and a director of the company, and other directors of the company are to subscribe for a portion of the private placement, which in total will be for less than 25 per cent of Candente Copper's market capitalization. The company is therefore intending to rely upon exemptions from the valuation and minority shareholder approval requirements contained in sections 5.5(a) and 5.7(1)(a) of Multilateral Instrument 61-101 -- protection of minority security holders in special transactions.
The private placement is being offered to both accredited investors and existing shareholders of Candente Copper who, as of the close of business on July 7, 2016, held common shares of the company (and who continue to hold common shares of the company at the time of closing) pursuant to the prospectus exemption set out in British Columbia Instrument 45-534 and in similar instruments in other provinces of Canada.
Unless the Candente Copper shareholder is a person who has obtained advice regarding the suitability of the investment and, if such shareholder is resident in a jurisdiction of Canada, that advice has been obtained from a person who is registered as an investment dealer in such jurisdiction, the aggregate subscription cost to such shareholder for the units subscribed under the private placement cannot exceed $15,000 (166,666 units).
Ms. Freeze, PGeo, director and chief executive officer, and Sean I. Waller, PEng, director and president, both qualified persons (QP) as defined by National Instrument 43-101, have reviewed and approved this news release.
We seek Safe Harbor.
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