/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S.
WIRE SERVICES/
VANCOUVER, BC, July 23,
2024 /CNW/ - Venerable Ventures Ltd. (the
"Company") (TSXV: VLV) announces the closing of a
non-brokered private placement (the "Offering") for
aggregate gross proceeds of $300,000
through the issuance of 6,000,000 units (the "Units") at a price of
$0.05 per Unit. Each Unit
consists of one common share and one full common share purchase
warrant (a "Warrant") with each Warrant entitling the holder to
acquire an additional common share at an exercise price of
$0.065 until July 23, 2029.
All securities issued in connection with the Offering are
subject to a statutory hold period expiring November 24, 2024.
The Company intends to use the net proceeds from the Offering
for working capital and general corporate purposes.
Early Warning Disclosure:
Prior to a private acquisition of 300,000 common shares, Fiore
Management and Advisory Corp., a Company controlled and directed by
Gordon Keep, beneficially owned or
exercised control or direction over 50,047 common shares,
representing 0.74% of the issued and outstanding common shares of
the Company. In addition, prior to a private acquisition of 56,000
common shares and an acquisition of 300,000 Units from the Offering
(the "Transactions"), Mr. Keep directly owned or exercised
control or direction over 623,000 common shares, representing 9.22%
of the issued and outstanding common shares of the Company. Upon
completion of the Transactions, Mr. Keep and Fiore Management and
Advisory Corp. beneficially own or exercise control or direction
over an aggregate of 1,329,047 common shares and 300,000 warrants,
representing 10.42% and 12.54% of the outstanding common shares and
on partially diluted basis, respectively.
Prior to the acquisition of 1,000,000 Units from the Offering,
Robert McLeod beneficially owned or
exercised control or direction over 600,000 common shares,
representing 8.88% of the issued and outstanding common shares of
the Company. Upon the close of the Offering, Mr. McLeod
beneficially own or exercise control or direction over 1,600,000
common shares and 1,000,000 warrants, representing 12.54% and
18.90% of the outstanding common shares of the Issuer and on
partially diluted basis, respectively.
Prior to the acquisition of 1,000,000 Units from the Offering,
Ryan Weymark and his related
entities beneficially owned or exercised control or direction over
150,000 common shares, representing 2.22% of the issued and
outstanding common shares of the Company. Upon the close of the
Offering, Mr. Weymark and his related entities beneficially own or
exercise control or direction over 1,150,000 common shares and
1,000,000 warrants, representing 9.02% and 15.71% of the
outstanding common shares and on partially diluted basis,
respectively.
The acquisition of the Shares by Mr. Keep, Mr. McLeod and Mr.
Weymark ("each, an "Acquiror") were made for investment
purposes. Depending on market and other conditions, the
Acquirors may from time to time in the future increase or decrease
their respective ownership, control or direction over securities of
the Company through market transactions, private agreements, or
otherwise. As the number of Shares each of the Acquirors owns
or controls, directly or indirectly now exceeds 10% of the issued
and outstanding Shares on a partially diluted basis, in
satisfaction of the requirements of the National Instrument 62-104
– Take-Over Bids And Issuer Bids and NI 62-103, an early warning
report for the Acquirors will be filed on the Company's SEDAR
profile SEDAR+ at (www.sedarplus.ca).
This news release is being issued under the early warning
provisions of Canadian securities legislation. A copy of the early
warning report to be filed by Mr. Keep, Mr. McLeod and Mr. Weymark
in connection with the transactions described above will be
available under the Company's profile on SEDAR+ at
(www.sedarplus.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.
SOURCE Venerable Ventures Ltd.