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Southern Silver Exploration Corp. (TSXV:SSV) announced a non-brokered private placement offering to shareholders of up to CDN$1,000,000 consisting of one common share without par value in the capital of the Company and one common share purchase warrant at a price of CDN$0.10 per Unit.
As quoted in the press release:
Each Warrant will entitle the holder to purchase one Share at a price of CDN$0.15 per Share for 5 years. The Offering is subject to regulatory approval.
The Company intends to make the Offering in accordance with the provisions of BC Instrument 45-534 – Exemption from prospectus requirement for certain trades to existing security holders and in accordance with the provisions of various corresponding blanket orders and rules of other Canadian jurisdictions that have adopted the same or a similar exemption from prospectus requirement (the “Existing Security Holder Exemption”).
Subject to certain limitations discussed below, the Offering is open to all existing shareholders of the Company until June 19, 2015. Any existing shareholders of the Company interested in participating in the Offering should contact the Company using the contact information set out above no later than June 9, 2015 so that subscription materials can be provided for completion and return to the Company no later than June 19, 2015.
The maximum number of Units being offered is 10,000,000 Units for maximum gross proceeds of CDN$1,000,000 (the “Maximum Offering”). The Offering is not subject to any minimum subscription. Electrum Global Holdings L.P. (“Electrum”), an existing shareholder of the Company, is proposing to participate in the Offering and subscribe for no less than 3,570,000 Units, representing Electrum’s pro rata percentage of the Company’s issued and outstanding Shares. In addition, Electrum has agreed to subscribe for any Units, up to the Maximum Offering, that are not subscribed for by other existing shareholders of the Company.
The proceeds of the Offering are intended to be used by the Company for payment of accrued liabilities and for working capital.
The Shares and Warrants issued pursuant to the Offering will be subject to a hold period expiring four months and one day from the date of distribution of the Units.
The Company has set May 15, 2015 as the record date (the “Record Date”) for the purpose of determining existing shareholders entitled to purchase Units pursuant to the Existing Security Holder Exemption.
Subscribers purchasing Units under the Existing Security Holder Exemption will need to represent in writing that they meet certain requirements of the Existing Security Holder Exemption, including that they were, on or before the Record Date, a shareholder of the Company (and still are a shareholder of the Company). The aggregate acquisition cost to a subscriber under the Existing Security Holder Exemption cannot exceed CDN$15,000 unless that subscriber has obtained advice regarding the suitability of the investment and, if the subscriber is resident in a jurisdiction of Canada, such advice is obtained from a person that is registered as an investment dealer in the subscriber’s jurisdiction. Unless the Company determines to increase the gross proceeds of the Offering and receives TSX Venture Exchange approval for such increase, if subscriptions received for the Offering exceed the Maximum Offering, the Units, up to the Maximum Offering, will be allocated pro rata amongst all subscribers that qualify under the Existing Security Holder Exemption in accordance with such subscriber’s percentage holdings in the Company’s issued and outstanding Shares.
No Registration in the United States
The securities described above have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. Person (as defined in Regulation S of the Securities Act) or person in the United States, unless an exemption from such registration requirements is available. Certain shareholders in the United States will be permitted to participate in the Offering upon verification by the Company that such shareholders are accredited investors (as defined in Regulation D of the Securities Act).
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