TORONTO, October 20, 2015 /PRNewswire/ --
/NOT FOR DISTRIBUTION IN
THE UNITED STATES NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES/
Jaguar Mining Inc. ("Jaguar" or the "Corporation") (TSX-V: JAG)
announced today that, further to its press release dated
October 14, 2015 in connection with
the proposed non-brokered private placement (the "Offering") of 12%
convertible senior secured debentures ("Debentures"), the
Corporation understands that DuPont Capital Management, a current
shareholder of the Corporation and a proposed subscriber under the
Offering (the "Proposed Subscriber") intends to subscribe for
US$1,500,000 principal amount of
Debentures, which could cause such Proposed Subscriber to become a
new "control person" of the Corporation within the meaning of the
Corporate Finance Manual of the TSX Venture Exchange (the "TSXV")
upon a conversion of such Debentures.
As a result, pursuant to the policies of the TSXV, the Offering
is subject to the approval by shareholders of the Corporation
holding more than 50% of the outstanding common shares of the
Corporation ("Common Shares") excluding the votes attaching to the
Common Shares held by the Proposed Subscriber and its associates
and affiliates (the "Shareholder Approval"). Certain shareholders
of the Corporation holding in the aggregate greater than 50% of the
Common Shares (excluding the Common Shares held by the Proposed
Subscriber and its associates and affiliates) have indicated that
they intend to support the Offering and vote in favour of the
subscription of the Proposed Subscriber. The Corporation is
therefore seeking to obtain the Shareholder Approval by way of
written consent in accordance with the policies of the TSXV.
Assuming the completion of the Offering and the conversion into
Common Shares only of all of the Debentures purchased by the
Proposed Subscriber under the Offering, the Proposed Subscriber
would hold in the aggregate 25,209,522 Common Shares, representing
approximately 20.3% of the outstanding Common Shares.
In addition to the requirement that the Shareholder Approval be
obtained, completion of the Offering is subject to a number of
conditions, including the final acceptance of the TSXV, obtaining
exemptive relief from the Ontario Securities Commission in respect
of the minority approval requirements under Multilateral Instrument
61-101 and obtaining written consents from a majority of the
disinterested minority shareholders in respect of the proposed
subscription by Outrider Management, LLC, all as more particularly
set out in the Corporation's press releases dated September 14, 2015, September 18, 2015, September 24, 2015 and October 14, 2015, the disclosure document dated
September 24, 2015 and material
change report dated September 24,
2015, all of which are available under the Corporation's
issuer profile on SEDAR at http://www.sedar.com .
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities in any
jurisdiction.
About Jaguar Mining Inc.
Jaguar is a gold producer with mining operations in a prolific
greenstone belt in the state of Minas Gerais, Brazil. Additionally, Jaguar wholly owns the
large-scale Gurupi Development Project in the state of Maranhão,
Brazil. In total, the Corporation
owns mineral claims covering an area of approximately 197,000
hectares. Additional information is available on the Corporation's
website at http://www.jaguarmining.com.
FORWARD-LOOKING STATEMENTS
Certain statements in this news release constitute
"Forward-Looking Statements" within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995 and applicable Canadian
securities legislation. Such statements constitute forward-looking
statements (forecasts) under applicable securities laws relating to
future events or future performance and, in this news release,
include comments with respect to (i) the Debentures and the
Offering, (ii) the participation of the Proposed Subscriber and
Outrider Management, LLC in the Offering, the amounts of such
subscriptions and the expected ownership of Common Shares by the
Proposed Subscriber resulting from the Offering and the conversion
of the Debentures into Common Shares, (iii) the seeking of the
consent of shareholders by way of written consent in satisfaction
of the Shareholder Approval and the seeking of consent of the
disinterested minority shareholders with respect to the
subscription by Outrider Management, LLC, and (iv) regulatory
approvals being obtained, including from the Ontario Securities
Commission and the TSXV, and the timing and terms of such
approvals. Forward-looking statements can generally be identified
by the use of words such as "expected", "forecasted", "targeted",
"approximately", "intends", "plans", "anticipates", "projects",
"continue", "estimate", "believe" or variations of such words and
phrases, or statements that certain actions, events or results
"may", "could", "would", "might", or "will" be taken, occur or be
achieved. In this news release, information contained in
forward-looking statements is based on current expectations,
estimates and projections that involve a number of known and
unknown risks and uncertainties, including among others the
uncertainties inherent to capital markets in general, uncertainties
with respect to the success of the Offering, and risk of not
obtaining all regulatory and minority shareholder approvals, which,
if incorrect, may cause actual results to differ materially from
those anticipated by Jaguar and described herein.
For additional information with respect to these and other
factors and assumptions underlying the forward-looking statements
made in this news release, see Corporation's most recent annual
information form and management's discussion and analysis, as well
as other public disclosure documents that can be accessed under the
issuer profile of "Jaguar Mining Inc." on SEDAR
at http://www.sedar.com. The forward-looking information set
forth herein reflects Jaguar's expectations as at the date of this
news release and is subject to change after such date. The
Corporation disclaims any intention or obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise, other than as required by
law. The forward-looking information contained in this news release
is expressly qualified by this cautionary statement.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
Derrick Weyrauch, Chief Financial
Officer, +1-(416)628-9601, dweyrauch@jaguarmining.com