Latin Metals Inc. (
“Latin Metals”
or the
“Company”) -
(TSXV: LMS)
(OTCQB: LMSQF) announces that it has closed
its previously announced upsized non-brokered private placement
(the “Financing”) for aggregate gross proceeds of $1.3 million
through the issuance of 8,666,667 units in the capital of the
Company (each a “Unit”) at a subscription price of $0.15 per Unit.
Each Unit consists of one common share in the
capital of Latin Metals (each, a “Share”) and one-half of one
common share purchase warrant, with each whole warrant entitling
the holder thereof to purchase one Share at a price of
$0.25 per Share for a period of 24 months from the closing of
the Financing.
In connection with the
closing of the Financing, the Company paid finder’s fees on a
portion of the Financing to Leede Jones Gable Inc. ($30,240 cash
and 201,600 finder’s warrants), Haywood Securities Inc. ($8,512
cash and 56,746 finder’s warrants) and PI Financial Corp. ($2,100
cash and 14,000 finder’s warrants), consisting of a cash commission
equal to 7% of the gross proceeds raised by each finder and
finder’s warrants equal to 7% of the corresponding number of Units
issued. Each finder’s warrant entitles the holder thereof to
purchase one common share of Latin Metals for $0.15 for a period of
12 months from the closing of the Financing.
All securities issued
by the Company pursuant to the Financing are subject to a hold
period of four months and one day in Canada.
Certain officers, directors and a control person
of the Company (collectively, the “Related Parties”) participated
in the Financing pursuant to the terms described above, purchasing
in aggregate 4,776,000 Units. These constitute related party
transactions pursuant to Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions
(“MI 61-101”). The Company relied on Sections 5.5(a) and
5.7(1)(a) of MI 61-101 for an exemption from the formal valuation
and minority shareholder approval requirements, respectively, as at
the closing of the Financing, neither the fair market value of the
Units issued in connection with the Financing, nor the fair market
value of the consideration received by the Company for same,
insofar as it involved the Related Parties, exceeded 25% of the
Company's market capitalization.
The proceeds of the
Financing are intended to fund ongoing exploration at the Company’s
mineral projects in Argentina and Peru and for general working
capital.
About Latin
Metals
Latin Metals is a
mineral exploration company acquiring a diversified portfolio of
assets in South America. The Company operates with a Prospect
Generator model focusing on the acquisition of prospective
exploration properties at minimum cost, completing initial
evaluation through cost-effective exploration to establish drill
targets, and ultimately securing joint venture partners to fund
drilling and advanced exploration. Shareholders gain exposure to
the upside of a significant discovery without the dilution
associated with funding the highest-risk drill-based exploration.
On Behalf of the Board
of Directors of
LATIN METALS INC.
“Keith Henderson”
President & CEO
For further details on the Company readers are
referred to the Company’s web site (www.latin-metals.com) and its
Canadian regulatory filings on SEDAR at www.sedar.com.
For further information, please contact:
Keith Henderson
Suite 890999 West Hastings StreetVancouver, BC, V6C 2W2
Phone: 604-638-3456E-mail: info@latin-metals.com
Neither 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 news release.
Cautionary Note Regarding Forward-Looking
Statements
This news release
includes certain forward-looking information (collectively,
“forward-looking statements”) within the meaning of applicable
Canadian and U.S. securities legislation, including the United
States Private Securities Litigation Reform Act of 1995. All
statements, other than statements of historical fact, included
herein including, without limitation, statements regarding the
amount and use of proceeds from the Financing, and the anticipated
business plans and timing of future activities of the Company, are
forward-looking statements. Although the Company believes that such
statements are reasonable, it can give no assurance that such
expectations will prove to be correct. Often, but not always,
forward looking statements can be identified by words such as “pro
forma”, “plans”, “expects”, “may”, “should”, “budget”, “scheduled”,
“estimates”, “forecasts”, “intends”, “anticipates”, “believes”,
“potential” or variations of such words including negative
variations thereof, and phrases that refer to certain actions,
events or results that may, could, would, might or will occur or be
taken or achieved. In making the forward-looking statements in this
news release, the Company has applied several material assumptions,
including without limitation, that costs will remain stable over
the relevant period, that market fundamentals will result in
sustained precious metals demand and prices, the receipt of any
necessary permits, licenses and regulatory approvals in connection
with the future development of the Company’s projects in a timely
manner, the completion of the Financing, construction and continued
operation of the Company’s projects, and the Company’s ability to
comply with environmental, health and safety laws.
Forward-looking
information involves known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or
achievements of the Company to differ materially from any future
results, performance or achievements expressed or implied by the
forward-looking information. Such risks and other factors
include, among others, operating and technical difficulties in
connection with mineral exploration and development and mine
development activities for the Project, estimation or realization
of mineral reserves and mineral resources, the timing and amount of
estimated future production, costs of production, capital
expenditures, the costs and timing of the development of new
deposits, the availability of a sufficient supply of water and
other materials, requirements for additional capital to fund the
Company’s business plan, future prices of precious metals, changes
in general economic conditions, changes in the financial markets
and in the demand and market price for commodities, possible
variations in ore grade or recovery rates, possible failures of
plants, equipment or processes to operate as anticipated,
accidents, labour disputes and other risks of the mining industry,
the inability to or delay in obtaining governmental and regulatory
approvals (including of the TSX Venture Exchange), permits or
financing or in the completion of development or construction
activities, changes in laws, regulations and policies affecting
mining operations, hedging practices, currency fluctuations, title
disputes or claims limitations on insurance coverage and the timing
and possible outcome of pending litigation, environmental issues
and liabilities, risks related to joint venture operations, and
risks related to the integration of acquisitions, as well as those
factors discussed under the heading. “Risk Factors” in the
Company’s annual management’s discussion and analysis and other
filings of the Company with the Canadian Securities Authorities,
copies of which can be found under the Company’s profile on the
SEDAR website at www.sedar.com.
Readers are cautioned
not to place undue reliance on forward looking information.
The Company undertakes no obligation to update any of the
forward-looking information in this news release or incorporated by
reference herein, except as otherwise required by law.
Latin Metals (TSXV:LMS)
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