Adventus Zinc closes C$12.1 million private placement led by the Nobis Group of Ecuador
TSX VENTURE: ADZN
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TORONTO, May 22, 2019 /CNW/ - Adventus Zinc Corporation ("Adventus" or the "Company") (TSX-V: ADZN; OTCQX: ADVZF) is pleased to announce that it has closed the previously announced non-brokered private placement (the "Offering") pursuant to which the Company issued 13,794,616 common shares of the Company (the "Shares") at a price of $0.876 per Share, representing total gross proceeds of approximately C$12.1 million.
Unionar S.A. ("Unionar"), a subsidiary of Consorcio Nobis S.A. (the "Nobis Group" or "Nobis"), one of Ecuador's largest private business conglomerates, was the largest participant in the Offering, which also included Adventus' existing strategic shareholders Altius Minerals Corporation (TSX: ALS, OTCQX: ATUSF), Greenstone Resources, Resource Capital Funds and Wheaton Precious Metals Corp. (TSX: WPM, NYSE: WPM) (collectively the "Strategic Shareholders"). Unionar now owns approximately 9.9% of Adventus' 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. Mr. Roberto Dunn, Executive Director of Nobis, has also been appointed as a director of the Company and appointed to its monthly technical steering committee, pursuant to a right granted to Unionar.
The net proceeds of the Offering will be used by the Company to fund exploration and development activities at the Curipamba project, within the Ecuador Exploration Alliance, including the Pijili and Santiago projects, and general administration and corporate purposes.
The portion of the Offering involving Strategic Shareholders constituted "related party transactions" within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 ("MI 61-101"). The Company has relied on exemptions from the formal valuation and minority approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a).
The Shares issued pursuant to the Offering are subject to a statutory four months and one day hold period expiring September 23, 2019. No commissions were paid for the Offering.
This news 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.
Adventus is a well-financed exploration and project development company, focused in Ecuador. Its strategic shareholders include Altius Minerals Corporation, Greenstone Resources LP, Resource Capital Funds, Wheaton Precious Metals Corp and the Nobis Group of Ecuador. The focus of Adventus is the advancement of the Curipamba copper-gold-zinc project in Ecuador as part of an earn-in agreement to obtain a 75% ownership interest. In addition, Adventus is engaged in a country-wide exploration alliance with its partners in Ecuador, incorporating the Pijili and Santiago projects to date. Adventus is based in Toronto, Canada, and is listed on the TSX-V under the symbol ADZN and trades on the OTCQX under the symbol ADVZF.
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 expect or anticipate will or may occur in the future, including statements about the use of proceeds from the Offering. Although Adventus 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 undertakes to update any forward-looking information except in accordance with applicable securities laws.