Emerita Resources Announces Concurrent Offering
June 05 2023 - 3:00PM
Emerita Resources Corp. (TSXV: EMO) (the “
Company”
or “
Emerita”) is pleased to announce that due to
investor demand, the brokered offering of up to 20,000,000 units of
the Company (each a “
Unit”), previously announced
in the Company’s press release dated June 2, 2023 (the
“
Initial Offering”), is fully subscribed and that
the Company is announcing a concurrent non-brokered private
placement financing of up to 7,500,000 Units to be priced at $0.40
per Unit for gross proceeds of up to $3,000,000 (the
“
Concurrent Offering”), for maximum gross proceeds
of $11,000,000 from the Initial Offering and Concurrent Offering,
collectively.
Certain directors and officers of the Company
are expected to subscribe for 2,637,500 Units in the Concurrent
Offering (the “Insider Investment”). The Insider
Investment will constitute a related party transaction, as such
term is defined under the policies of the TSXV Venture Exchange
(the “TSXV”), and the Company expects to rely on
certain exemptions from the minority approval and formal valuation
requirements under Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions (“MI
61-101”) as the fair market value of the aggregate Insider
Investment will be below 25% of the Company’s market capitalization
for the purposes of Sections 5.5(a) and 5.7(1)(a) of MI 61-101.
Each Unit will be comprised of one common share
in the capital of the Company (each a “Common
Share”) and one-half of one Common Share purchase warrant
(each whole warrant, a “Warrant”). Each Warrant
will entitle the holder to purchase one Common Share at an exercise
price of $0.60 per Common Share for a period of 36 months following
the completion of the Concurrent Offering. Securities issued under
the Concurrent Offering are expected to carry a holder period of 4
months and one day from the date of issue as may be required under
applicable securities laws.
The Company plans to use the aggregate net
proceeds of the Initial Offering and Concurrent Offering to
continue the exploration and development work on its Spanish base
metal properties as well as general corporate working capital
purposes.
The Concurrent Offering is scheduled to close on
or about June 13, 2023, in conjunction with the Initial
Offering, and is subject to certain conditions including, but not
limited to, the receipt of all necessary approvals including the
approval of the TSXV.
The securities being offered have not, nor will
they be registered under the United States Securities Act of 1933,
as amended, and may not be offered or sold within the United States
or to, or for the account or benefit of, U.S. persons absent U.S.
registration or an applicable exemption from the U.S. registration
requirements. This release does not constitute an offer for sale of
securities in the United States.
About Emerita Resources
Corp.Emerita is a natural resource company engaged in the
acquisition, exploration and development of mineral properties in
Europe, with a primary focus on exploring in Spain. The Company’s
corporate office and technical team are based in Sevilla, Spain
with an administrative office in Toronto, Canada.
For further information, contact:
Ian Parkinson+1 647 910-2500
(Toronto)info@emeritaresources.comwww.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 Initial Offering and the
Concurrent Offering and the completion thereof; the Company’s
intended use of proceeds from the Initial Offering and Concurrent
Offering; the participation of certain insiders in the Concurrent
Offering; the ability of the company to rely on certain exemptions
from the minority approval and formal valuation requirements under
applicable securities laws; potential trade restrictions on the
securities offered under the Concurrent Offering; the approval of
Concurrent Offering by the TSXV; 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.
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 RELEASE.
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