Tocvan Announces Private Placement

(TheNewswire)

TheNewswire – January 27th, 2021 – TOCVAN Ventures Corp. (“ Tocvan ” or the “ Company ”) ( CNSX: TOC. CN ) is pleased to announce it will be proceeding with a non-brokered private placement of up to 2,500,000 units (the “ Units ”) at USD$0.50 per Unit for gross proceeds of up to USD$1,250,000 (the “ Offering ”).  Each Unit is comprised of one common share of the Company (a “ Share ”) and one share purchase warrant (a “ Warrant ”). Each Warrant will entitle the holder to acquire one additional Share in the capital of the Company at a price of USD$0.70 for a period of 18 months from the date the Units are issued, subject to the accelerated expiry provision described below.

If, on any 10 consecutive trading days occurring after four months  and one day has elapsed following the closing  date of the Offering, the closing sales price of the Shares (or the closing  bid, if no sales were reported on a trading day) as quoted on the Canadian Securities Exchange (“ Exchange ”) is greater than CDN$1.25 per Common Share, the Company may provide notice in writing to the holders of the Warrants by issuance of a press release that the expiry date of the Warrants will be accelerated to the 30 th day after the date on which the Company issues such press release.

Closing of the Offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including the Exchange. All securities issued in connection with the Offering will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation in Canada as well as the required legend under applicable U.S. securities legislation. The proceeds from the Offering will be used for general working capital.

The Company may pay finders fees and finder warrants to eligible finders.

About TOCVAN Ventures Corp .

Tocvan is a well-structured exploration mining company. Tocvan was created in order to take advantage of the prolonged downturn the junior mining exploration sector, by identifying and negotiating interest in opportunities where management feels they can build upon previous success. TOCVAN Ventures Currently has approximately 24.5 million shares outstanding and is earning into two exiting opportunities. The Pilar Gold project in the Sonora state of Mexico and the Rogers Creek project in Southern British Columbia, Management feels both opportunities represent tremendous opportunity.

Cautionary Statement Regarding Forward Looking Statements

This news release contains “forward-looking information” which may include, but is not limited to, statements with respect to the activities, events or developments that the Company expects or anticipates will or may occur in the future. Forward-looking information in this news release includes statements regarding the use of proceeds from the Offering. Such forward-looking information is often, but not always, identified by the use of words and phrases such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.

These forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business. Management believes that these assumptions are reasonable. 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 be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include, among others, risks related to the speculative nature of the Company’s business, the Company’s formative stage of development and the Company’s financial position. Forward-looking statements contained herein are made as of the date of this news release and the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results, except as may be required by applicable securities laws.

There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information.

For more information, please contact:

TOCVAN Ventures Corp.

Derek A. Wood, President & CEO

Suite 1150 Iveagh House,

707 – 7 th Avenue SW

Calgary, Alberta T2P 3H6

Telephone: 403-668-7855

Email: dwood@tocvan.ca

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. 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.

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