VANCOUVER, Aug. 3, 2017 /CNW/ - FIORE EXPLORATION LTD. (TSXV: F.V) (OTCQB:FIORF) ("Fiore"). Fiore is pleased to announce that has closed its brokered private placement of subscription receipts for gross proceeds of $17,007,581. The Company and its subsidiary issued an aggregate of 55,762,561 subscription receipts at $0.305 per subscription receipt. Each subscription receipt will convert as part of Fiore's business combination with GRP Minerals Corp. into one unit of Fiore Gold Ltd., the resulting issuer of the business combination, with each unit consisting of one common share and one share purchase warrant exercisable for a period of three years from completion of the business combination into a common share of Fiore at $0.45 per share.
The gross proceeds from the Offering less the Agents' expenses have been placed into escrow with Computershare Trust Company pending completion of the business combination and satisfaction of the escrow release conditions. The offering was led by GMP Securities L.P. and Eventus Capital Corp. as co-lead agents and joint bookrunners, and included Haywood Securities Inc. The agents received a 6% cash commission (other than in respect of certain purchases), which has been placed into escrow with the proceeds of the offering, and an aggregate of 3,331,833 brokers warrants, each exercisable into one unit of the Company on the same terms as above. All securities issued under the Offering are subject to a hold period expiring December 4, 2017, however, will become free-trading as part of the business combination with GRP Minerals Corp.
The net proceeds will be used for expansion of the Pan Mine leach pads, drilling at both Pan and Gold Rock, general corporate expenses, working capital and production expansion.
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, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. 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.
Trading in the common shares of the Company has been halted in accordance with the policies of the TSX Venture Exchange (the "Exchange") and will remain halted until such time as all required documentation has been filed with and accepted by the Exchange and permission to resume trading has been obtained from the Exchange.
