Adventus Zinc Closes C$9.2 Million Private Placement Led By Wheaton Precious Metals Corp.
TSX VENTURE: ADZN
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Concurrent sale of certain royalty and stream first rights provides further C$800,000
TORONTO, July 17, 2018 /CNW/ - Adventus Zinc Corporation ("Adventus Zinc" or the "Company") is pleased to announce that it has closed the previously announced non-brokered private placement (the "Offering") pursuant to which the Company issued 10,266,925 common shares of the Company (the "Shares") at a price of $0.90 per Share (the "Offering Price"), representing total gross proceeds of approximately C$9.2 million.
Wheaton Precious Metals Corp. ("Wheaton," TSX: WPM, NYSE: WPM) was the largest participant in the Offering, which also included Adventus Zinc's existing strategic shareholders Greenstone Resources II LP and Altius Resource Inc., a subsidiary of Altius Minerals Corporation (TSX: ALS) (insiders of Adventus Zinc with existing participation rights subscribed for a total of 2,840,200 Shares under the Offering). Wheaton now owns 9.99% of Adventus Zinc's common shares and has been granted the right to participate in future equity offerings so that it can maintain at least its pro rata ownership at the time of any such offering, up to a maximum of 9.9% of the common shares of Adventus Zinc (provided Wheaton holds at least 5.0% of the outstanding equity at the time of such an offering).
In addition, and as detailed in the June 28, 2018 Company press release, a subsidiary of Wheaton, Wheaton Precious Metals International Ltd., has paid C$800,000 in cash to Adventus Zinc for certain first rights relating to new precious metals royalties or streams pertaining to the Company's interests in the Curipamba project and within its Ecuador exploration alliance, as well as future projects acquired by the Company in Ecuador. The terms of Wheaton's rights are set out in an agreement which will be filed on SEDAR.
Concurrent with completing the Offering, the Company issued an aggregate of 3,804,348 common shares of Adventus Zinc to Salazar Resources Ltd. ("Salazar Resources") as consideration for the Pijilí and Santiago projects that were acquired under its Ecuador exploration alliance (as previously announced in news releases dated March 28, 2018 and May 22, 2018).
The net proceeds of the Offering will be used by the Company to fund exploration and development activities at the Curipamba project and within its Ecuador exploration alliance. Part of the Offering constituted a "related party transaction" within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 ("MI 61-101"). The Company has relied upon exemptions from the formal valuation and minority approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a).
Adventus Zinc has received TSX Venture Exchange conditional approval for the Offering, including the common shares issuance to Salazar Resources. The securities issued pursuant to the Offering are subject to a statutory four month and one day hold period. No commissions were paid for the Offering. The Shares were offered for sale on a private placement basis pursuant to applicable exemptions from the prospectus requirements.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Shares in any state in which such offer, solicitation or sale would be unlawful. The Shares have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
About Adventus Zinc
Adventus Zinc is a well-financed company focused on base metals exploration and project development globally. Its strategic shareholders include Altius Minerals Corporation, Greenstone Resources LP, Resource Capital Funds, and Wheaton Precious Metals Corp.; as well as other highly respected investors in the mining business. Adventus Zinc currently has large prospective land packages in both Ireland and Newfoundland and Labrador, Canada (the latter currently subject to a reverse take-over with Canstar Resources Inc.), and is earning a 75% ownership interest in the Curipamba copper-gold-zinc project in Ecuador. In addition, Adventus Zinc has a country-wide exploration alliance with its partners in Ecuador, incorporating two projects to date. Adventus Zinc is based in Toronto, Canada, and is listed on the TSX-V under the symbol ADZN.
About Wheaton Precious Metals
Wheaton Precious Metals is the largest pure streaming company in the world. The company has entered into agreements to purchase all or a portion of the silver and/or gold production from long-life, low-cost mines for an upfront payment and an additional payment upon delivery of the precious metals. The company's production profile is driven by a portfolio of high quality assets, including a gold stream on Vale's Salobo mine, and silver streams on Glencore's Antamina mine and Goldcorp's Peñasquito mine.
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 news release.
This press release contains "forward -looking information" within the meaning of applicable Canadian securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as "believes", "anticipates", "expects", "is expected", "scheduled", "estimates", "pending", "intends", "plans", "forecasts", "targets", or "hopes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "will", "should" "might", "will be taken", or "occur" and similar expressions) are not statements of historical fact and may be forward-looking statements.
Forward-looking information herein includes, but is not limited to, statements that address activities, events or developments that Adventus Zinc expects or anticipates will or may occur in the future, including statements about final TSX Venture Exchange acceptance and the use of proceeds from the Offering. Although Adventus Zinc has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. Adventus Zinc undertakes to update any forward-looking information except in accordance with applicable securities laws.