Emerita Resources Closes First Tranche of Upsized Private Placement Financing
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
TORONTO, May 23, 2019 (GLOBE NEWSWIRE) -- Emerita Resources Corp. (TSX-V: EMO) (the “Company” or “Emerita”) has closed the first tranche (the “First Tranche”) of its previously announced private placement of common shares (the “Offering”). The Company issued 20,750,000 common shares (the “Shares”) pursuant to the First Tranche at a price of $0.10 per Share for aggregate gross proceeds of $2,075,000.
The proceeds of the Offering are expected to be used to finance exploration activities at the Company’s Plaza Norte Project in Spain, repayment of the Company’s existing debt and for general corporate purposes.
Industrial Alliance Securities Inc. (the “Agent”) acted as sole bookrunner and agent and offered the Shares for sale on a “best efforts” private placement basis. As consideration for its services provided in connection with the First Tranche, the Company has (i) paid the Agent a cash commission of $133,755, and (ii) issued the Agent 1,337,550 broker options (the “Broker Options”). Each Broker Option is exercisable at a price of $0.10 per Broker Option into one Share for a period of 24 months following the date of issuance.
The Company is also pleased to announce that it has upsized the Offering to a maximum of 35,000,000 Shares for gross proceeds of up to $3,500,000. The Company intends to complete the second tranche of the Offering on or before June 14, 2019. The Offering is subject to the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.
All of the securities issued by the Company pursuant to the First Tranche will be subject to a four month statutory hold period which expires on September 24, 2019.
David Gower, the Company’s CEO, has subscribed for Shares pursuant to the First Tranche (the “Insider Participation”). The Insider Participation will be considered to be a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”). The Insider Participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101.
About Emerita Resources Corp.
Emerita is a natural resource company engaged in the acquisition, exploration and development of mineral properties in Europe, with a primary focus on exploring in Spain. The Company’s corporate office and technical team are based in Sevilla, Spain with an administrative office in Toronto, Canada.
For further information, contact:
+1 416.566.8179 (Toronto)
+34 (628) 1754 66 (Spain)
Cautionary Note Regarding Forward-looking Information
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, without limitation, statements regarding the Offer, the use of proceeds of the Offering, the Company’s ability to complete the Second Tranche and the Company’s future plans. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward- looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Emerita, as the case may be, to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, geopolitical and social uncertainties; the actual results of current exploration activities; risks associated with operation in foreign jurisdictions; ability to successfully integrate the purchased properties; foreign operations risks; and other risks inherent in the mining industry. Although Emerita has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Emerita does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
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 RELEASE.