Inventus Mining Corp. (TSX VENTURE: IVS)
(“Inventus” or the “Company”) is pleased to announce that it has
closed the previously announced non-brokered private placement of
12,400,000 units of the Company (“Units”) at $0.105 per Unit for
gross proceeds of $1.3 million (the “Offering”). Each Unit consists
of one common share of the Company (a “Common Share”) and one
Common Share purchase warrant (a “Warrant”). Each Warrant is
exercisable into a Common Share at $0.17 for two years.
The Offering of the Units is subject to the
receipt of all required corporate and regulatory approvals
including the approval of the TSX Venture Exchange (“TSX-V”). All
securities issued and issuable pursuant to the Offering will be
subject to a four month and one day statutory hold period. Proceeds
of the Offering will be used to fund exploration on the Sudbury 2.0
Project, to advance bulk sampling at the Pardo Project, and for
general corporate purposes.
In connection with the Offering, the Company
paid a commission of $51,453 and issued 816,720 finders’ warrants
with each finders’ warrant exercisable into a Unit at $0.105 per
Unit for a period of one year.
Related Party Transaction
In connection with the Offering, certain
insiders of the Company, including officers, holders of 10% or more
of the issued and outstanding common shares of the Company and
directors of 10% holders, have agreed to acquire an aggregate
4,666,529 Units, for gross proceeds of $489,986. The acquisition of
4,666,529 Units by insiders in connection with the Offering will be
considered a "related party transaction" pursuant to Multilateral
Instrument 61-101- Protection of Minority Security
Holders in Special Transactions ("MI 61-101") requiring the
Company, in the absence of exemptions, to obtain a formal valuation
for, and minority shareholder approval of, the “related party
transaction”. The Company is relying on an exemption from the
formal valuation requirements of MI 61-101 available because no
securities of the Company are listed on specified markets,
including the TSX, the New York Stock Exchange, the American Stock
Exchange, the NASDAQ or any stock exchange outside of Canada and
the United States other than the Alternative Investment Market of
the London Stock Exchange or the PLUS markets operated by PLUS
Markets Group plc. The Company is also relying on the exemption
from minority shareholder approval requirements set out in MI
61-101 as the fair market value of the participation in the
Offering by the insiders does not exceed 25% of the market
capitalization of the Company, as determined in accordance with MI
61-101.
Early Warning Report
Evanachan Limited, a company owned and
controlled by Rob McEwen has acquired 2,381,000 Units for gross
proceeds of $250,005. Immediately prior to the closing of the
Offering, Mr. McEwen beneficially owned 23,035,833 Common Shares
and 1,200,000 Common Share purchase warrants of the Company
(representing approximately 20.9% of the total issued and
outstanding Common Shares on a non-diluted basis, or approximately
21.7% of the total issued and outstanding Common Shares on a
partially diluted basis) and, accordingly, is an “insider” of the
Company. The acquisition of 2,381,000 Units by Evanachan Limited in
connection with the Offering will be considered a "related party
transaction" pursuant to MI 61-101. The Company is relying on an
exemption from the formal valuation requirements of MI 61-101
available on the basis of the Company not being listed on a
specified stock exchange, including the Toronto Stock Exchange, the
New York Stock Exchange, the American Stock Exchange, the NASDAQ
and certain overseas exchanges. The Company is also relying on the
exemption from minority shareholder approval requirements under MI
61-101, as the fair market value of the participation in the
Offering by Evanachan Limited does not exceed 25% of the market
capitalization of the Company, as determined in accordance with MI
61-101.
Following the acquisition of Units pursuant to
the Offering, Mr. McEwen beneficially owns 25,416,833 Common Shares
and 3,581,000 Common Share purchase warrants of the Company
(representing approximately 20.7% of the total issued and
outstanding Common Shares on a non-diluted basis, or approximately
23.0% of the total issued and outstanding Common Shares on a
partially diluted basis). The Units were acquired by Mr. McEwen for
investment purposes, and depending on market and other conditions,
he may from time to time in the future increase or decrease his
ownership, control or direction over securities of the Company
through market transactions, private agreements, or otherwise. For
the purposes of this notice, the address of Mr. McEwen is 150 King
St. West, Suite 2800, Toronto, ON M5H 1J9. In satisfaction of the
requirements of the National Instrument 62-104 - Take-Over Bids and
Issuer Bids and National Instrument 62-103 - The Early Warning
System and Related Take-Over Bid and Insider Reporting Issues, an
early warning report respecting the acquisition of Units by Rob
McEwen will be filed under the Company’s SEDAR Profile at
www.sedar.com.
About Inventus Mining Corp.
Inventus is a mineral exploration and
development company focused on the world-class mining district of
Sudbury, Ontario. Our principal assets are a 100% interest in the
Pardo Paleoplacer Gold Project and the Sudbury 2.0 Project located
northeast of Sudbury. Pardo is the first important paleoplacer gold
discovery found in North America. Inventus has 122,701,069 common
shares outstanding (138,431,069 shares on a fully diluted
basis).
Visit http://www.inventusmining.com for more
information.
For further information, please contact:
Mr. Stefan SpearsChairman and CEOInventus Mining Corp.Tel: (647)
258-0395 x280E-mail: info@inventusmining.com
Neither TSX-V nor its Regulation Services
Provider (as that term is defined in the policies of the TSX-V)
accepts responsibility for the adequacy or accuracy of this
release. No stock exchange, regulation services provider,
securities commission or other regulatory authority has approved or
disapproved the information contained in this news
release.
Forward-Looking Statements
This News Release includes certain
“forward-looking statements” which are not comprised of historical
facts. Forward-looking statements include estimates and statements
that describe the Company’s future plans, objectives or goals,
including words to the effect that the Company or management
expects a stated condition or result to occur. Forward-looking
statements may be identified by such terms as “believes”,
“anticipates”, “expects”, “estimates”, “may”, “could”, “would”,
“if”, “yet”, “potential”, “undetermined”, “objective”, or “plan”.
Since forward-looking statements are based on assumptions and
address future events and conditions, by their very nature they
involve inherent risks and uncertainties. Although these statements
are based on information currently available to the Company, the
Company provides no assurance that actual results will meet
management’s expectations. Risks, uncertainties and other factors
involved with forward-looking information could cause actual
events, results, performance, prospects and opportunities to differ
materially from those expressed or implied by such forward-looking
information. Forward looking information in this news release
includes, but is not limited to, the Company’s objectives, goals or
future plans, statements, exploration results, potential
mineralization, the estimation of mineral resources, exploration
and mine development plans, timing of the commencement of
operations and estimates of market conditions. Factors that could
cause actual results to differ materially from such forward-looking
information include, but are not limited to the failure to identify
mineral resources, failure to convert estimated mineral resources
to reserves, the inability to complete a feasibility study which
recommends a production decision, the preliminary nature of
metallurgical test results, delays in obtaining or failures to
obtain required governmental, environmental or other project
approvals, political risks, inability to fulfill the duty to
accommodate First Nations and other indigenous peoples,
uncertainties relating to the availability and costs of financing
needed in the future, changes in equity markets, inflation, changes
in exchange rates, fluctuations in commodity prices, delays in the
development of projects, capital and operating costs varying
significantly from estimates and the other risks involved in the
mineral exploration and development industry, and those risks set
out in the Company’s public documents filed on SEDAR. Although the
Company believes that the assumptions and factors used in preparing
the forward-looking information in this news release are
reasonable, undue reliance should not be placed on such
information, which only applies as of the date of this news
release, and no assurance can be given that such events will occur
in the disclosed time frames or at all. The Company disclaims any
intention or obligation to update or revise any forward-looking
information, whether as a result of new information, future events
or otherwise, other than as required by law.
Inventus Mining (TSXV:IVS)
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