Inventus Mining Corp. (TSX VENTURE: IVS)
(“Inventus” or the “Company”) is pleased to report that it has
closed the previously announced non-brokered private placement of
24,000,000 units (“
Units”), which were sold at
$0.05 per Unit for gross proceeds of $1,200,000 (the
“
Offering”). Each Unit consists of one common
share (“
Common Share”) and one half of a common
share purchase warrant. Each whole common share purchase warrant
(“
Warrant”) entitles the holder to acquire one
Common Share for $0.10 for a period of two years after the closing
of the Offering. The expiry date of the Warrants may be accelerated
by Inventus, starting 6 months after the closing of the Offering,
if the closing price of the Common Shares on the TSX Venture
Exchange (“
TSX-V”) is greater than or equal to
$0.20 over a consecutive 30-day period, by issuing a press release
announcing the reduced Warrant term whereupon the Warrants will
expire on the 10th trading day after the date of such press release
The Offering of the Units is subject to the
receipt of all required corporate and regulatory approvals
including the approval of the TSX-V. All securities issued and
issuable pursuant to the Offering will be subject to a four month
and one day statutory hold period. Proceeds of the Offering will be
used to advance the Pardo Project and Sudbury 2.0 Project, reduce
accounts payable, and for general corporate purposes.
In connection with the Offering, the Company
paid a commission of $11,640 and issued 310,400 finders’ warrants
with each finders’ warrant exercisable into a Unit for a
period of one year.
Related Party Transaction
In connection with the Offering, certain
insiders of the Company, including directors and holders of 10% or
more of the issued and outstanding common shares of the Company,
have agreed to acquire an aggregate 8,320,000 Units, for gross
proceeds of $416,000. The acquisition of 8,320,000 Units by
insiders in connection with the Offering will be considered a
"related party transaction" pursuant to Multilateral Instrument
61-101- Protection of Minority Security Holders in
Special Transactions ("MI 61-101") requiring the Company, in
the absence of exemptions, to obtain a formal valuation for, and
minority shareholder approval of, the “related party transaction”.
The Company is relying on an exemption from the formal valuation
requirements of MI 61-101 available because no securities of the
Company are listed on specified markets, including the TSX, the New
York Stock Exchange, the American Stock Exchange, the NASDAQ or any
stock exchange outside of Canada and the United States other than
the Alternative Investment Market of the London Stock Exchange or
the PLUS markets operated by PLUS Markets Group plc. The Company is
also relying on the exemption from minority shareholder approval
requirements set out in MI 61-101 as the fair market value of the
participation in the Offering by the insiders does not exceed 25%
of the market capitalization of the Company, as determined in
accordance with MI 61-101.
Early Warning Report
Evanachan Limited, a company owned and
controlled by Rob McEwen has acquired 8,000,000 Units for gross
proceeds of $400,000. Immediately prior to the closing of the
Offering, Mr. McEwen beneficially owned 27,797,833 common shares of
the Company (representing approximately 20% of the total issued and
outstanding Common Shares) and, accordingly, is an “insider” of the
Company. The acquisition of 8,000,000 Units by Evanachan Limited in
connection with the Offering will be considered a "related party
transaction" pursuant to MI 61-101. The Company is relying on an
exemption from the formal valuation requirements of MI 61-101
available on the basis of the Company not being listed on a
specified stock exchange, including the Toronto Stock Exchange, the
New York Stock Exchange, the American Stock Exchange, the NASDAQ
and certain overseas exchanges. The Company is also relying on the
exemption from minority shareholder approval requirements under MI
61-101, as the fair market value of the participation in the
Offering by Evanachan Limited does not exceed 25% of the market
capitalization of the Company, as determined in accordance with MI
61-101.
Following the acquisition of Units pursuant to
the Offering, Mr. McEwen beneficially owns 35,797,833 Common Shares
and 4,000,000 Common Share purchase warrants of the Company
(representing approximately 21.7% of the total issued and
outstanding Common Shares on a non-diluted basis, or approximately
23.6% of the total issued and outstanding Common Shares on a
partially diluted basis). The Units were acquired by Mr. McEwen for
investment purposes, and depending on market and other conditions,
he may from time to time in the future increase or decrease his
ownership, control or direction over securities of the Company
through market transactions, private agreements, or otherwise. For
the purposes of this notice, the address of Mr. McEwen is 150 King
St. West, Suite 2800, Toronto, ON M5H 1J9. In satisfaction of the
requirements of the National Instrument 62-104 - Take-Over Bids and
Issuer Bids and National Instrument 62-103 - The Early Warning
System and Related Take-Over Bid and Insider Reporting Issues, an
early warning report respecting the acquisition of Units by Rob
McEwen will be filed under the Company’s SEDAR Profile at
www.sedar.com.
About Inventus Mining Corp.
Inventus is a mineral exploration and
development company focused on the world-class mining district of
Sudbury, Ontario. Our principal assets are a 100% interest in the
Pardo Paleoplacer Gold Project and the Sudbury 2.0 Critical Mineral
Project located northeast of Sudbury. Pardo is the first important
paleoplacer gold discovery found in North America. Inventus has
approximately 164.8 million common shares outstanding.
Visit http://www.inventusmining.com for more
information.
For further information, please contact:
Mr. Stefan SpearsChairman and CEOInventus Mining Corp.E-mail:
stefan@inventusmining.com
Neither TSX-V nor its Regulation Services
Provider (as that term is defined in the policies of the TSX-V)
accepts responsibility for the adequacy or accuracy of this
release. No stock exchange, regulation services provider,
securities commission or other regulatory authority has approved or
disapproved the information contained in this news release.
Forward-Looking Statements
This News Release includes certain
“forward-looking statements” which are not comprised of historical
facts. Forward-looking statements include estimates and statements
that describe the Company’s future plans, objectives or goals,
including words to the effect that the Company or management
expects a stated condition or result to occur. Forward-looking
statements may be identified by such terms as “believes”,
“anticipates”, “expects”, “estimates”, “may”, “could”, “would”,
“if”, “yet”, “potential”, “undetermined”, “objective”, or “plan”.
Since forward-looking statements are based on assumptions and
address future events and conditions, by their very nature they
involve inherent risks and uncertainties. Although these statements
are based on information currently available to the Company, the
Company provides no assurance that actual results will meet
management’s expectations. Risks, uncertainties and other factors
involved with forward-looking information could cause actual
events, results, performance, prospects and opportunities to differ
materially from those expressed or implied by such forward-looking
information. Forward looking information in this news release
includes, but is not limited to, the Company’s objectives, goals or
future plans, statements, exploration results, potential
mineralization, the estimation of mineral resources, exploration
and mine development plans, timing of the commencement of
operations and estimates of market conditions. Factors that could
cause actual results to differ materially from such forward-looking
information include, but are not limited to the failure to identify
mineral resources, failure to convert estimated mineral resources
to reserves, the inability to complete a feasibility study which
recommends a production decision, the preliminary nature of
metallurgical test results, delays in obtaining or failures to
obtain required governmental, environmental or other project
approvals, political risks, inability to fulfill the duty to
accommodate First Nations and other indigenous peoples,
uncertainties relating to the availability and costs of financing
needed in the future, changes in equity markets, inflation, changes
in exchange rates, fluctuations in commodity prices, delays in the
development of projects, capital and operating costs varying
significantly from estimates and the other risks involved in the
mineral exploration and development industry, and those risks set
out in the Company’s public documents filed on SEDAR. Although the
Company believes that the assumptions and factors used in preparing
the forward-looking information in this news release are
reasonable, undue reliance should not be placed on such
information, which only applies as of the date of this news
release, and no assurance can be given that such events will occur
in the disclosed time frames or at all. The Company disclaims any
intention or obligation to update or revise any forward-looking
information, whether as a result of new information, future events
or otherwise, other than as required by law.
Inventus Mining (TSXV:IVS)
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