Toronto, Ontario--(Newsfile Corp. - October 25, 2016) - Minnova Corp. (TSXV: MCI) ("Minnova" or the "Company"), an advanced-stage mining exploration and development company focused on the advancement and re-start of our 100% owned PL Mine in central Manitoba, announces today that, further to its press release from September 21, 2016, it has amended the terms of its previously announced brokered private placement. The amended terms of the brokered financing (the "Brokered Offering") provide for a syndicate co-led by Mackie Research Capital Corporation and Industrial Alliance Securities Inc. (collectively with the full syndicate, the "Agents") pursuant to which the Agents have agreed to undertake a best efforts brokered private placement financing to raise gross proceeds of up to $2,750,000 through the issuance of up to 1,676,471 flow-through Units (each, a "Flow-Through Unit") at a price of $0.85 per Flow-Through Unit for gross proceeds of up to $1,425,000, and up to 2,038,462 units (each, a "Unit") at a price of $0.65 per Unit for gross proceeds of up to $1,325,000. The Agents have been granted an option (the "Over-Allotment Option") to purchase up to an additional 15% of such number of Units or Flow-Through Units sold under the Offering, exercisable in whole or in part at any time up to 48 hours prior to the closing of the Offering.
Each Flow-Through Unit will consist of one common share of the Company (each, a "Common Share") issued on a flow-through basis and one-half of a Common Share purchase warrant (each, a "Warrant"). Each whole Warrant shall entitle the holder to purchase one Common Share at an exercise price of $0.85 for 30 months from the closing date of the Offering.
Each Unit will consist of one Common Share and one-half of a Warrant.
In consideration for their services in connection with the Brokered Offering, the Agents will receive a cash commission equal to 6.0% of the gross proceeds of the Brokered Offering. As additional consideration, the Company has agreed to issue to the Agents such number of broker warrants (the "Broker Warrants") equal to 6.0% of the securities issued under the Brokered Offering. Each Broker Warrant shall be exercisable for one Unit for a period of 30 months at a price of $0.65 per Unit.
In addition, the Company is pleased to announce a non-brokered financing (the "Non-Brokered Financing") to raise gross proceeds of up to $2,250,000 through the issuance of up to 2,588,235 Flow-Through Units at a price of $0.85 per Flow-Through Unit for gross proceeds of up to $2,200,000, and up to 76,923 Units at a price of $0.65 per Unit for gross proceeds of up to $50,000. The Brokered Offering and the Non-Brokered Offering are collectively referred to as the "Offering."
In connection with the Non-Brokered Offering, certain eligible finders may receive a cash finder's fee equal to up to 6.0% of the gross proceeds of the Non-Brokered Offering, as well such number of finder warrants (the "Finder Warrants") equal to 6.0% of the securities issued under the Non-Brokered Offering. Each Finder Warrant shall be exercisable for one Unit for a period of 30 months at a price of $0.65 per Unit.
The Offering is expected to close in one or more tranches, and is subject to the completion of formal documentation, including but not limited to, the execution of an agency agreement with the Agents in connection with the Brokered Offering and receipt of regulatory approvals, including approval of the TSX Venture Exchange. All securities issued pursuant to the Offering will be subject to a statutory hold period expiring four months and one day after closing of the Offering.
The net proceeds of the Offering will be used for work programs related to advancement and re-start of mining operations at the Company's PL Mine including; 10,000 meter drill program for definition drilling, resource expansion and property wide exploration and revised and updated NI 43-101 technical reports, debt reduction as well as for general working capital purposes.
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 as defined under applicable securities laws unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Minnova Corp.
Minnova Corp. is an emerging Canadian gold producer focused on re-starting the PL Mine and expanding gold resources on its PL and Nokomis gold deposits. The Company completed an Updated PEA which supports average annual production of 48,100 ounces over a +10 year mine life. Work to date supports advancing the project toward production with an initial program of detailed definition drilling to be followed by a future underground test mining and bulk sample program and completion of a Feasibility Study to bring the PL Mine back into production. The PL Mine has a valid underground mining license, an existing flotation mill, over 7,000 meters of developed underground ramp to 135 metres depth, is fully road accessible and close to existing mining infrastructure in the prolific Flin Flon — Snow Lake Greenstone Belt of Central Manitoba.
Qualified Person
Mr. Brian Robertson, B. Sc., P. Eng., a Director of the Company and a "Qualified Person" under National Instrument 43-101, has reviewed and approved the scientific and technical information in this press release.
NOT FOR DISSEMINATION INTO THE UNITED STATES
