VVC Exploration Corporation ("
VVC" or the
"Company") (TSX-V:VVC) announces the following:
Q2 Financials
The Company's unaudited Financials for the
Quarter Ended July 31, 2020 and the accompanying Management's
Discussion and Analysis were filed on SEDAR on September 25 and
will be uploaded to the Company's website.
Private Placement Financing
VVC has closed subscriptions on a non-brokered
private placement of units of the Company at a price of CA$0.05 per
Unit, whereby each Unit consists of one common share ("Share") and
one common share purchase warrant ("Warrant") entitling the holder
to purchase one additional Share of the Company for a period of
three years from Closing, at an exercise price of CA$0.075 per
share. Aggregate subscriptions amount to CA$2,876,310 (or
US$2,177,000) representing 57,526,200 Units. One insider, the COB
of the Company, subscribed for US$50,000. The Company will pay a
Finder's Fee of US$52,150 to two arm's length finders, of which
US$8,400 will be paid in cash and the balance will be settled by
the issuance of 1,169,500 Shares and Warrants.
The Company expects to close the Private
Placement on September 30, subject to the final acceptance of the
TSXV. All securities to be issued pursuant to the offering will be
subject to the applicable statutory, exchange and regulatory hold
period of four months and any other required resale restrictions.
The securities to be issued have not and will not be registered
under the US Securities Act of 1933, as amended, or any state
securities laws.
Net proceeds of the Financing, after paying the
general costs of the issue and the cash portion of the Finder's
Fee, will be used as needed for (a) development on the Kaity
Property in Chihuahua, Mexico, including costs associated with
various permits, metallurgical bench testing of the copper
mineralization, and investigation, evaluation, planning and
implementation of the Gloria Pilot Mining Project, (b) property
option payments in Mexico, (c) reserve for future acquisitions, (d)
current accounts payable, (e) general administrative expenses, and
(f) working capital.
Debt Conversion
In conjunction with the Private Placement
Financing, the Company is also settling an aggregate $91,205 of
indebtedness by the issuance 1,824,100 Shares and 879,800 Warrants
(collectively the "Units"). The Units being issued, the terms of
the Warrants included in the Units and the applicable resale
restrictions will the same as those for the Units issued through
the Private Placement. One insider, the CEO of the Company is
participating by converting $47,215 owed to him, however he will
not receive any Warrants.
Acquisition of Samalayuca
Shares
The Company finalized an agreement with Micose
S.A. de C.V. for the acquisition of 33,333 shares of Samalayuca
Cobre S.A. de C.V. ("SCSA") in consideration for cash payments of
US$200,000 and issuance of 3,000,000 VVC Shares (the "VVC-Micose
transaction"). Subject to all conditions precedent been satisfied
in Mexico and obtaining TSXV approval, the Shares will be issued
and a first payment of $100,000 made on Closing, with the remaining
cash payments to be made over a period 120 days following receipt
the Explosive Permit in Mexico.
The due diligence has been completed with
respect to the Amending Agreement Orford and IAP (News release of
September 1), and the SCSA Shares to be acquired thereunder. The
Company is now proceeding with an application to the TSXV for an
amendment to their approval of the previous option agreement with
Orford and IAP, as reflected in the Amending Agreements. The
VVC-Micose Transaction will be submitted to the TSXV at the same
time. The Company expects all transactions to be completed and
closed in early November, but no later than December 31, following
which the Company will own all of the issued and outstanding SCSA
Shares.
SCSA is the owner of the Kaity Property where
the Gloria Cooper Project is located. A National Instrument (NI)
43-101 Technical Report on the Kaity Property by Jacques Marchand
P.Eng. Geology, dated April 21, 2019, was filed on SEDAR on May 7,
2019.
Stock Option Plan and Option
Grants
The TSX Venture Exchange ("TSXV") has accepted
for filing the Stock Option Plan ("SOP") approved by shareholders
on August 28. The SOP is being filed on SEDAR and uploaded to the
Company's website.
The Board granted incentive stock options
("Options") under the SOP, to officers, directors and consultants
of the Company, to purchase up to an aggregate of 11,950,000 common
shares, representing about 2.9% of the outstanding shares of the
Company. The Options are exercisable at a price of CA$0.05 per
share expiring September 28, 2030. Pursuant to the TSX Venture
Exchange policies, the exercise price was fixed at the minimum
allowable price. The Options, granted in accordance with the
provisions of the SOP, are subject to the TSX Venture Exchange
policies and the applicable securities laws. Of the Options
granted, 27.2% were to Officers, 49.8% to Directors, and 23.0% to
Employees/Consultants of the Company.
Risk Factors
The Company’s business involves a variety of
operational, financial and regulatory risks that are typical in the
natural resource industry. These risk factors are more fully
described in the "Financial Instruments and Risk Management"
section and the "Business Risks" section of its Management's
Discussion & Analysis (MD&A) which are prepared quarterly
in conjunction with its Financial Statements and filed on SEDAR
(www.sedar.com).
About VVC Exploration
Corporation
VVC is a Canadian exploration and mining company
focused on the exploration and development of copper and gold
deposits in Northern Mexico, specifically the Kaity Copper Project
located in in Chihuahua State. VVC has other projects in Mexico and
Canada, including gold and silver prospects, Cumeral and La Tuna,
in Sonora and Sinaloa States, Mexico and a grassroots gold/VMS
prospect in the Timmins area of Northern Ontario. Visit our website
at: http://vvcexpl.com.
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On behalf of the
Board of Directors |
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Michel J.
Lafrance, Secretary-Treasurer |
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For further
information, please contact: |
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Patrick Fernet - (514)
631-2727 |
or |
Trevor Burbank - (214)
641-1041 |
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E-mail: pfernet@vvcexploration.com |
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E-mail:
trevor@vvcexpl.com |
Neither TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in policies
of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this release.
This news release contains "forward-looking
information" (within the meaning of applicable Canadian securities
laws) and "forward -looking statements" (within the meaning of the
U.S. Private Securities Litigation Reform Act of 1995). Such
statements or information are identified with words such as
"anticipate", "believe", "expect", "plan", "intend", "potential",
"estimate", "propose", "project", "outlook", "foresee" or similar
words suggesting future outcomes or statements regarding an
outlook. Such statements include, among others, the approvals and
closings of (i) Private Placement, (ii) Debt Conversion, and (iii)
SCSA shares, etc.
Such forward-looking information or statements
are based on a number of risks, uncertainties and assumptions which
may cause actual results or other expectations to differ materially
from those anticipated and which may prove to be incorrect.
Assumptions have been made regarding, among other things,
management's expectations regarding financing efforts,
acquisitions, future development and growth, plans for and
completion of projects by Company’s third-party relationships,
availability of capital, and the necessity to incur capital and
other expenditures. Actual results could differ materially due to a
number of factors, without limitation, operational risks in the
completion of Company’s anticipated projects, delays or changes in
plans with respect to the development of Company’s anticipated
projects by Company’s third-party relationships, risks related to
Covid-19, risks affecting the ability to develop projects, risks
inherent in operating in foreign jurisdictions, the ability to
attract key personnel, and the inability to raise additional
capital. No assurances can be given that the efforts by Company
will be successful. Additional assumptions and risks are set out in
detail in the Company’s MD&A, available on SEDAR at
www.sedar.com.
Although the Company believes that the
expectations reflected in the forward-looking information or
statements are reasonable, prospective investors in the Company's
securities should not place undue reliance on forward-looking
statements because the Company can provide no assurance that such
expectations will prove to be correct. Forward-looking information
and statements contained in this news release are as of the date of
this news release and the Company assumes no obligation to update
or revise this forward-looking information and statements except as
required by law.
Investors are cautioned that notwithstanding the
expectations described herein, there can be no assurance that the
plans described herein will be completed as proposed. Trading in
the securities of VVC should be considered highly speculative. All
forward-looking statements contained in this press release are
expressly qualified in their entirety by this cautionary
statement.
VVC Exploration (TSXV:VVC)
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