TSXV: LMS) (OTCQB: LMSQF) announces that it has closed its previously announced upsized non-brokered private placement (the "Financing") for aggregate gross proceeds of $1.3 million through the issuance of 8,666,667 units in the capital of the Company (each a "Unit") at a subscription price of $0.15 per Unit.
Each Unit consists of one common share in the capital of Latin Metals (each, a "Share") and one-half of one common share purchase warrant, with each whole warrant entitling the holder thereof to purchase one Share at a price of $0.25 per Share for a period of 24 months from the closing of the Financing.
In connection with the closing of the Financing, the Company paid finder's fees on a portion of the Financing to Leede Jones Gable Inc. ($30,240 cash and 201,600 finder's warrants), Haywood Securities Inc. ($8,512 cash and 56,746 finder's warrants) and PI Financial Corp. ($2,100 cash and 14,000 finder's warrants), consisting of a cash commission equal to 7% of the gross proceeds raised by each finder and finder's warrants equal to 7% of the corresponding number of Units issued. Each finder's warrant entitles the holder thereof to purchase one common share of Latin Metals for $0.15 for a period of 12 months from the closing of the Financing.
All securities issued by the Company pursuant to the Financing are subject to a hold period of four months and one day in Canada.
Certain officers, directors and a control person of the Company (collectively, the "Related Parties") participated in the Financing pursuant to the terms described above, purchasing in aggregate 4,776,000 Units. These constitute related party transactions pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relied on Sections 5.5(a) and 5.7(1)(a) of MI 61-101 for an exemption from the formal valuation and minority shareholder approval requirements, respectively, as at the closing of the Financing, neither the fair market value of the Units issued in connection with the Financing, nor the fair market value of the consideration received by the Company for same, insofar as it involved the Related Parties, exceeded 25% of the Company's market capitalization.
The proceeds of the Financing are intended to fund ongoing exploration at the Company's mineral projects in Argentina and Peru and for general working capital.
About Latin Metals
Latin Metals is a mineral exploration company acquiring a diversified portfolio of assets in South America. The Company operates with a Prospect Generator model focusing on the acquisition of prospective exploration properties at minimum cost, completing initial evaluation through cost-effective exploration to establish drill targets, and ultimately securing joint venture partners to fund drilling and advanced exploration. Shareholders gain exposure to the upside of a significant discovery without the dilution associated with funding the highest-risk drill-based exploration.
On Behalf of the Board of Directors of
" Keith Henderson "
President & CEO
For further information, please contact:
999 West Hastings Street
Vancouver, BC, V6C 2W2
Neither 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.
Cautionary Note Regarding Forward-Looking Statements
This news release includes certain forward-looking information (collectively, "forward-looking statements") within the meaning of applicable Canadian and U.S. securities legislation, including the United States Private Securities Litigation Reform Act of 1995 . All statements, other than statements of historical fact, included herein including, without limitation, statements regarding the amount and use of proceeds from the Financing, and the anticipated business plans and timing of future activities of the Company, are forward-looking statements. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Often, but not always, forward looking statements can be identified by words such as "pro forma", "plans", "expects", "may", "should", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "potential" or variations of such words including negative variations thereof, and phrases that refer to certain actions, events or results that may, could, would, might or will occur or be taken or achieved. In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, that costs will remain stable over the relevant period, that market fundamentals will result in sustained precious metals demand and prices, the receipt of any necessary permits, licenses and regulatory approvals in connection with the future development of the Company's projects in a timely manner, the completion of the Financing, construction and continued operation of the Company's projects, and the Company's ability to comply with environmental, health and safety laws.
Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking information. Such risks and other factors include, among others, operating and technical difficulties in connection with mineral exploration and development and mine development activities for the Project, estimation or realization of mineral reserves and mineral resources, the timing and amount of estimated future production, costs of production, capital expenditures, the costs and timing of the development of new deposits, the availability of a sufficient supply of water and other materials, requirements for additional capital to fund the Company's business plan, future prices of precious metals, changes in general economic conditions, changes in the financial markets and in the demand and market price for commodities, possible variations in ore grade or recovery rates, possible failures of plants, equipment or processes to operate as anticipated, accidents, labour disputes and other risks of the mining industry, the inability to or delay in obtaining governmental and regulatory approvals (including of the TSX Venture Exchange), permits or financing or in the completion of development or construction activities, changes in laws, regulations and policies affecting mining operations, hedging practices, currency fluctuations, title disputes or claims limitations on insurance coverage and the timing and possible outcome of pending litigation, environmental issues and liabilities, risks related to joint venture operations, and risks related to the integration of acquisitions, as well as those factors discussed under the heading. "Risk Factors" in the Company's annual management's discussion and analysis and other filings of the Company with the Canadian Securities Authorities, copies of which can be found under the Company's profile on the SEDAR website at www.sedar.com.
Readers are cautioned not to place undue reliance on forward looking information. The Company undertakes no obligation to update any of the forward-looking information in this news release or incorporated by reference herein, except as otherwise required by law.