NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, BC – AUGUST 12, 2019 - Aurcana Corporation ("Aurcana" or the "Company") (TSXV: AUN) is pleased to announce a non-brokered private placement offering (the “Private Placement”) targeting 20,000,000 Units (C$5,000,000) at a price of C$0.25 per Unit (the “Units”). The maximum size of the Private Placement would be up to 40,000,000 Units (C$10,000,000).
Each Unit will consist of one common share of the Company (each, a “Common Share”) and one full common share purchase warrant (each, a “Common Share Purchase Warrant”). Each Common Share Purchase Warrant will enable the holder to purchase one Common Share at a price of C$0.375 for a period of 36 months following the closing of the Private Placement, subject to adjustment upon certain customary events.
The Private Placement is scheduled to close in one or more tranches no later than August 30, 2019 and in each case subject to certain conditions including, but not limited to, the receipt of approval of the TSX Venture Exchange.
The net proceeds of the Private Placement will be used to continue to execute the Company’s corporate vision, previously announced on June 19, 2019 and recently updated on its website www.aurcana.com, which is primarily focused on advancing its wholly-owned Revenue-Virginius Silver Mine located in Ouray, Colorado, as well as for working capital and general and administrative expenses. Finder’s fees to third parties may be paid in certain circumstances as part of the Private Placement.
Pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”), the Private Placement constitutes a "related party transaction" as insiders of the Company are expected to subscribe for Units. These transactions will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as the fair market value of any Units subscribed for by insiders pursuant to the Private Placement will not exceed 25% of the Company's market capitalization.
The Units will be issued on a private placement basis pursuant to applicable exemptions from prospectus requirements under applicable securities laws. The Common Shares and the Warrants (and any Common Shares issued pursuant to the Warrants, as applicable) will be subject to a statutory hold period of four months and one day from the date of issuance.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in the United States nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws and may not be offered or sold in the United States unless registered under the 1933 Act and any applicable securities laws of any state of the United States or an applicable exemption from the registration requirements is available.
ABOUT AURCANA CORPORATION
Aurcana Corporation owns the Revenue-Virginius Mine, in Colorado, and the Shafter-Presidio Silver Project in Texas, US. The primary resource at Shafter and Revenue-Viriginius is silver. Both are fully permitted for production.
ON BEHALF OF THE BOARD OF DIRECTORS OF AURCANA CORPORATION
“Kevin Drover”, President & CEO
For further information, visit the website at www.aurcana.com or contact:
850 – 789 West Pender Street
Vancouver, BC V6C 1H2
Phone: (604) 331-9333
Gary Lindsey, Corporate Communications
This press release contains forward looking statements within the meaning of applicable securities laws. The use of any of the words “anticipate”, “plan”, “continue”, “expect”, “estimate”, “objective”, “may”, “will”, “project”, “should”, “predict”, “potential” and similar expressions are intended to identify forward looking statements. In particular, this press release contains forward looking statements concerning, without limitation, the Company’s strategic plan, plans for mineral resource and reserve expansion on the Virginius Vein at the RV Mine, additional plans for mineral resource conversion and additional exploration opportunities and plans for potential M&A opportunities. Although the Company believes that the expectations and assumptions on which the forward looking statements are based are reasonable, undue reliance should not be placed on the forward looking statements because the Company cannot give any assurance that they will prove correct. Since forward looking statements address future events and conditions, they involve inherent assumptions, risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of assumptions, factors and risks. These assumptions and risks include, but are not limited to, assumptions and risks associated with the receipt of regulatory or shareholder approvals, and risks related to the state of financial markets or future metals prices.
Management has provided the above summary of risks and assumptions related to forward looking statements in this press release in order to provide readers with a more comprehensive perspective on the Company’s future operations. The Company’s actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward looking statements will transpire or occur, or if any of them do so, what benefits the Company will derive from them. These forward looking statements are made as of the date of this press release, and, other than as required by applicable securities laws, the Company disclaims any intent or obligation to update publicly any forward looking statements, whether as a result of new information, future events or results or otherwise.
This press release does not constitute an offer for sale or a solicitation of an offer to buy, in the United States or to, or for the account or benefit of, any "U.S. Person" (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended) of any equity or other securities of Aurcana.
Neither the 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.