/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO
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- Oro X and Latitude Silver have engaged Echelon and
Red Cloud as lead agents for
best-efforts private placement
- Will raise minimum $14,000,000
- Financing is condition of Oro X and Latitude Silver
merger
VANCOUVER, BC, March 1, 2021 /CNW/ - ORO X MINING CORP. (TSXV: OROX) (OTC
Pink: WRPSF) ("Oro X" or the "Company")
and Mines and Metals Trading (Peru) PLC ("MMTP", also commercially
known as "Latitude Silver") are pleased to announce that
they have entered into an engagement letter with Echelon Wealth
Partners Inc. and Red Cloud Securities Inc., as co-lead agents
(together, the "Co-Lead Agents" on their own behalf and on
behalf of a syndicate of agents including Canaccord Genuity Corp.,
and Mackie Research Capital Corporation, collectively with the
Co-Lead Agents, the "Agents") in connection with a
"best-efforts" private placement (the "Offering") of
subscription receipts ("Subscription Receipts") of MMTP
Finco Inc. ("MMTP Finco"), a wholly-owned subsidiary of
MMTP. The Offering is expected to have aggregate gross
proceeds of a minimum of $14,000,000.
Each Subscription Receipt will convert into one common share in the
capital of MMTP Finco (each, an "MMTP Finco Share") upon the
satisfaction of the Escrow Release Conditions, as described
below.
The Offering is a condition precedent to the completion of the
business combination (the "Transaction") announced by
Oro X and MMTP on February 11,
2021. Concurrent with the completion of the Transaction, Oro
X will also acquire all of the issued and outstanding MMTP Finco
Shares pursuant to an amalgamation of MMTP Finco and a newly formed
wholly-owned subsidiary of Oro X (the "Finco Amalgamation").
Pursuant to the Finco Amalgamation, the MMTP Finco Shares will be
exchanged for common shares of Oro X on the basis of one Oro X Share to be issued for every one MMTP
Finco Share. The Oro X Shares issued pursuant to the Finco
Amalgamation will not be subject to any hold period under
applicable Canadian securities laws.
The gross proceeds from the issuance of Subscription Receipts
will be deposited with a subscription receipt agent (the
"Subscription Receipt Agent") in escrow (the "Escrowed
Proceeds") pursuant to a subscription receipt agreement (the
"Subscription Receipt Agreement"). It is anticipated that
the Escrowed Proceeds will be released by the Subscription Receipt
Agent to MMTP Finco upon receipt of a notice (the "Release
Notice") to the Subscription Receipt Agent from Oro X, MMTP and
MMTP Finco indicating (a) all conditions to the completion of the
Transaction and the Finco Amalgamation (other than the release of
the Escrowed Proceeds) have been satisfied or waived to the
satisfaction of the Agents, acting reasonably, (b) the receipt of
all court, regulatory (including stock exchange), shareholder and
third-party approvals, if any, required in connection with the
Transaction and the Finco Amalgamation, (c) the Oro X Shares
issuable upon completion of the Transaction and the Finco
Amalgamation being conditionally approved for listing on the TSX
Venture Exchange and the completion, satisfaction or waiver of all
conditions precedent to such listing, other than the release of the
Escrowed Proceeds, (d) the distribution of: (i) the securities
underlying the Subscription Receipts, including the Oro X Shares to
be issued in exchange for the MMTP Finco Shares pursuant to the
Finco Amalgamation; and (ii) the Oro X Shares to be issued in
exchange for MMTP Shares pursuant to the Transaction, being exempt
from applicable prospectus and registration requirements of
applicable securities laws, and (e) Oro X and MMTP not having
committed any breach of the agency agreement for the Offering that
has not been cured within five (5) days of the receipt of written
notice from Agents (collectively, the "Escrow Release
Conditions").
Upon and subject to the receipt by the Subscription Receipt
Agent of the Release Notice, the Escrowed Proceeds shall be
released to MMTP Finco and the holders of Subscription Receipts
will be issued MMTP Finco Shares, which are then exchanged for
common shares of Oro X on the basis of one
Oro X Share to be issued for every one MMTP Finco Share
pursuant to the Finco Amalgamation.
The Agents will be granted an option to increase the size of the
Offering by up to 15%, exercisable in the discretion of the Agents,
in whole or in part, at any time up to 48 hours prior to the final
closing date of the Offering (the "Agents'
Option").
In connection with the services rendered in connection with the
Offering by the Agents, MMPT Finco will: (i) pay the Agents a cash
commission equal to 7% of the gross proceeds of the Offering; and
(ii) issue to the Agents warrants (the "Agents' Warrants") equal to
7% of the number of Subscription Receipts sold pursuant to the
Offering , both including the Agents' Option, if exercised but not
including up to $5,000,000 in
subscriptions from the president's list, on which a cash commission
of 2% and Agents' Warrants equal to 2% of the number of
Subscription Receipts sold will be paid by MMTP Finco.
Proceeds of the Offering are expected to be used for mine
development and exploration activities at MMTP's Recuperada Mine,
and for general working capital. The Offering is expected to
close on or about March 31, 2021.
About Oro X Mining
Oro X Mining is a Canadian exploration company currently
targeting high grade gold exploration in Peru. The Company's flagship asset is the
Coriorcco Gold Project in Ayacucho, Peru. Founders and management have a
successful track record of increasing shareholder value. For more
information visit our website at www.oroxmining.com.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities described in
this news release in the United
States. Such 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, accordingly, may not be offered or sold within the United States, or to or for the account or
benefit of persons in the United
States or "U.S. Persons", as such term is defined in
Regulation S promulgated under the U.S. Securities Act, unless
registered under the U.S. Securities Act and applicable state
securities laws or pursuant to an exemption from such registration
requirements.
ON BEHALF OF THE BOARD
Luis Zapata
CEO & Director
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.
Cautionary Statement Regarding "Forward-Looking"
Information
Some of the statements contained in this news release are
forward-looking statements and information within the meaning of
applicable securities laws. Forward-looking statements and
information can be identified by the use of words such as
"expects", "intends", "is expected", "potential", "suggests" or
variations of such words or phrases, or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Forward-looking
statements in this news release include statements in respect of
the terms of the Offering, the use of proceeds from the Offering
and the completion of the Offering, the Transaction and the Finco
Amalgamation. Forward-looking statements and information are not
historical facts and are subject to a number of risks and
uncertainties beyond the Company's control. In particular, there is
no assurance that the Offering will be successful or that the
conditions precedent to the Offering, the Transaction and the Finco
Amalgamation will be satisfied on the terms currently proposed or
at all. Actual results and developments are likely to differ, and
may differ materially, from those expressed or implied by the
forward-looking statements contained in this news release.
Accordingly, readers should not place undue reliance on
forward-looking statements. The Company undertakes no obligation to
update publicly or otherwise revise any forward-looking statements,
except as may be required by law.
SOURCE Oro X Mining Corp.