Emerita Resources Corp. (“
Emerita” or the
“
Company”) (TSXV: EMO) is pleased to announce that
it has closed its previously announced bought deal private
placement of units of the Company (the “
Units”)
pursuant to which the Company issued 18,182,500 Units at a price of
$1.10 per Unit (the “
Offering Price”) for
aggregate gross proceeds of $20,000,750 (the
“
Offering”), which included the full exercise of
the Underwriters’ option to purchase additional Units. The Offering
was led by Clarus Securities Inc. and Research Capital Corporation,
as co-lead underwriters and joint bookrunners, on behalf of a
syndicate of underwriters (collectively, the
“
Underwriters”) that included iA Private Wealth
Inc.
Each Unit is comprised of one common share of
the Company (a “Common Share”) and one-half of one
Common Share purchase warrant (each whole warrant, a
“Warrant”). Each Warrant is exercisable to acquire
one Common Share (a “Warrant Share”) at a price of
$1.50 per Warrant Share for a period of 24 months from the closing
of the Offering.
The Company intends to use the net proceeds from
the Offering for exploration activities in Spain and for working
capital and general corporate purposes.
In connection with the Offering, the
Underwriters received an aggregate cash fee equal to 6.0% of the
gross proceeds from the Offering. In addition, the Company issued
to the Underwriters 1,090,950 non-transferable broker warrants (the
“Broker Warrants”). Each Broker Warrant will
entitle the holder thereof to purchase one Common Share at an
exercise price equal to the Offering Price for a period of 24
months following the closing of the Offering.
The securities issued pursuant to the Offering
will be subject to a four-month and one day hold period under
applicable securities laws in Canada. The Offering remains subject
to the final approval of the TSX Venture Exchange (the
“TSXV”).
An insider of the Company subscribed for 6,800
Units under the Offering. Each transaction with an insider of the
Company 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 is relying on exemptions from the
formal valuation requirements of MI 61-101 pursuant to section
5.5(a) and the minority shareholder approval requirements of MI
61-101 pursuant to section 5.7(1)(a) in respect of such insider
participation as the fair market value of the transaction, insofar
as it involves interested parties, does not exceed 25% of the
Company’s market capitalization.
The securities described herein 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 accordingly, may not be offered
or sold within the United States except in compliance with the
registration requirements of the U.S. Securities Act and applicable
state securities requirements or pursuant to exemptions therefrom.
This press release does not constitute an offer to sell or a
solicitation to buy any securities in any jurisdiction.
About Emerita Resources
Corp.
Emerita is a Canadian natural resource company
engaged in the acquisition, exploration and development of mineral
properties with a primary focus on exploring in Spain. Management
has spent decades with major mining companies globally and has a
successful track record that includes numerous mineral deposit
discoveries and subsequent project developments in North and South
America, Africa and Australia. The Company’s corporate office and
technical team are based in Sevilla, Spain with an administrative
office in Toronto, Canada. The Company’s shares are listed on the
TSXV under the symbol “EMO”. For further information please refer
to the Company’s website at
www.emeritaresources.com.
For Further Information,
Contact:
Helia Bento+1 (416) 566-8179 (Toronto)
Joaquin Merino34 (628) 1754 66 (Spain)
info@emeritaresources.com
Cautionary Note Regarding
Forward-looking Information
This press release contains “forward-looking
information” within the meaning of applicable Canadian securities
legislation. Forward-looking information includes, without
limitation, statements regarding the Offering, the use of proceeds
of the Offering, the expected exploration program in Spain and the
Company’s future plans. Generally, forward-looking information can
be identified by the use of forward-looking terminology such as
“plans”, “expects” or “does not expect”, “is expected”, “budget”,
“scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or
“does not anticipate”, or “believes”, or 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”. Forward- looking information is subject to known and
unknown risks, uncertainties and other factors that may cause the
actual results, level of activity, performance or achievements of
Emerita, as the case may be, to be materially different from those
expressed or implied by such forward-looking information, including
but not limited to: general business, economic, competitive,
geopolitical and social uncertainties; the actual results of
current exploration activities; risks associated with operation in
foreign jurisdictions; ability to successfully integrate the
purchased properties; foreign operations risks; and other risks
inherent in the mining industry. Although Emerita has attempted to
identify important factors that could cause actual results to
differ materially from those contained in forward-looking
information, there may be other factors that cause results not to
be as anticipated, estimated or intended. There can be no assurance
that such 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. Emerita does not undertake
to update any forward-looking information, except in accordance
with applicable securities laws.
This news release does not constitute an
offer to sell or a solicitation of an offer to buy 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.
NEITHER THE TSXV NOR ITS REGULATION
SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE
TSXV) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS
RELEASE.
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