/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, Dec. 3, 2020 /CNW/ - Marimaca Copper
Corp. ("Marimaca Copper" or the "Company") (TSX: MARI) is
pleased to announce that it has closed its previously announced
overnight marketed prospectus offering (the "Offering"). Pursuant
to the Offering, the Company issued 9,200,000 units of the Company
(the "Units"), including 1,200,000 Units issued in connection with
the full exercise of the over-allotment option granted to the
Underwriters (as defined below), at a price of C$3.15 per Unit for aggregate gross proceeds of
C$28,980,000. The Offering was
completed through a syndicate of underwriters led by Canaccord
Genuity Corp., and included BMO Capital Markets, Paradigm Capital
Inc. and Tamesis Partners LLP (collectively, the
"Underwriters").
Each Unit is comprised of one common share of the Company (a
"Common Share") and one-half of one Common Share purchase warrant
of the Company (each whole warrant, a "Warrant"). Each Warrant
entitles the holder thereof to purchase one additional Common Share
at an exercise price of $4.10 for a
period of 24 months from the closing of the Offering.
The net proceeds of the Offering will be used to repay
outstanding indebtedness of approximately C$8.3 million under the Company's working capital
facility with Greenstone Resources II LP ("Greenstone Resources")
and Tembo Capital Mining Fund II LP ("Tembo") and to advance the
Company's Marimaca Project.
The Units were offered pursuant to a final prospectus (the
"Prospectus") dated November 30,
2020. As disclosed in the Prospectus, each of Greenstone
Resources and Greenstone Co-Investment No. 1 (Coro) LP
(collectively, "Greenstone") and Ndovu Capital XIV B.V. ("Ndovu"),
an affiliate of Tembo, participated in the Offering pursuant to the
exercise of certain existing pre-emptive rights in their favour.
Each of Greenstone and Ndovu are insiders of the Company as a
result of their beneficial ownership of, or control or direction
over, directly or indirectly, greater than 10% of the outstanding
Common Shares. The participation of these insiders in the
Offering constitutes a "related party transaction" within the
meaning of Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions ("MI
61-101"). The Company has determined that the transaction is exempt
from the formal valuation and minority shareholder approval
requirements of MI 61-101 by virtue of the exemptions contained in
Sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair
market value of securities issued to insiders nor the consideration
paid by insiders exceeded 25 percent of the Company's market
capitalization. The Company did not file a material change report
in respect of the related party transaction 21 days in advance of
closing of the Offering because insider participation had not been
determined at that time. The shorter period was necessary in order
to permit the Company to close the Offering in a timeframe
consistent with usual market practice for transactions of this
nature.
Clarification
Independence of the Audit Committee
On November 27, 2020, the board of
directors of the Company (the "Board") reconstituted its audit
committee (the "Audit Committee") in accordance with
corrective action requested by the Ontario Securities Commission
(the "OSC") in connection with its review of the Prospectus and the
requirements of National Instrument 52-110 – Audit
Committees ("NI 52-110"), with Tim
Petterson replacing Michael
Haworth as a member of the Audit Committee. On February 18, 2020, the Board determined that Mr.
Haworth should no longer be considered "independent" within the
meaning of NI 52-110 as a result of his appointment as Executive
Chair. Subject to certain exceptions, section 3.1 of NI 52-110
requires that each member of the Audit Committee must be
independent. Under section 3.6 of NI 52-110, an issuer is exempt
from the requirement that each member of the Audit Committee must
be independent if, among other things, the Board determines, under
exceptional and limited circumstances, that (i) such member of the
Audit Committee is able to exercise the impartial judgment
necessary to fulfill his or her responsibilities as a member of the
Audit Committee and (ii) the appointment of such member is required
by the best interests of the Company and its shareholders.
Following the determination that Mr. Haworth was no longer
independent within the meaning of NI 52-110, the Board in good
faith determined that Mr. Haworth should continue to serve on the
Audit Committee on an interim basis pursuant to the exemption in
section 3.6 of NI 52-110. Further to discussions with the OSC
staff, the Board subsequently determined that it was not
appropriate to rely on this exemption in the circumstances and, as
a consequence, that the Audit Committee had not complied with the
independence requirements in section 3.1 of the NI 52-110 since Mr.
Haworth's appointment as Executive Chair in February 2020. Following Mr. Petterson's
appointment on November 27, 2020,
each member of the Audit Committee is financially literate and
independent in accordance with the requirements of NI 52-110.
This news release does not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. This news release
does not constitute an offer of securities for sale in the United States. The securities have not
been, nor will they be, registered under the United States
Securities Act of 1933, as amended, and such securities may not
be offered or sold within the United
States absent registration under U.S. federal and state
securities laws or an applicable exemption from such U.S.
registration requirements.
Forward Looking Statements
This news release includes certain "forward-looking statements"
under applicable Canadian securities legislation. These statements
relate to future events or the Company's future performance,
business prospects or opportunities. Forward-looking statements
include, but are not limited to, the anticipated use of the net
proceeds from the Offering, anticipated advancement of the
Company's Marimaca Project and future exploration and development
plans of the Company. Actual future results may differ materially.
There can be no assurance that such statements will prove to be
accurate, and actual results and future events could differ
materially from those anticipated in such statements.
Forward-looking statements reflect the beliefs, opinions and
projections on the date the statements are made and are based upon
a number of assumptions and estimates that, while considered
reasonable by Marimaca Copper, are inherently subject to
significant business, economic, competitive, political and social
uncertainties and contingencies. Many factors, both known and
unknown, could cause actual results, performance or achievements to
be materially different from the results, performance or
achievements that are or may be expressed or implied by such
forward-looking statements and the parties have made assumptions
and estimates based on or related to many of these factors. Such
factors include, without limitation: risks related to share price
and market conditions, the inherent risks involved in the mining,
exploration and development of mineral properties, the
uncertainties involved in interpreting drilling results and other
geological data, fluctuating metal prices, the possibility of
project delays or cost overruns or unanticipated excessive
operating costs and expenses, uncertainties related to the
necessity of financing, the availability of and costs of financing
needed in the future as well as those factors disclosed in the
annual information form of the Company dated April 8, 2020, the preliminary and final short
form prospectus and the other filings made by the Company with the
Canadian securities regulatory authorities (which may be viewed at
www.sedar.com). Accordingly, readers should not place undue
reliance on forward-looking statements. Marimaca Copper undertakes
no obligation to update publicly or otherwise revise any
forward-looking statements contained herein whether as a result of
new information or future events or otherwise, except as may be
required by law.
Neither the Toronto Stock Exchange nor the Investment Industry
Regulatory Organization of Canada
accepts responsibility for the adequacy or accuracy of this
release.
SOURCE Marimaca Copper Corp.