NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
June 29, 2018, Calgary, AB – PRIZE MINING CORPORATION (“Prize” or the “Company”) (TSXV:PRZ) (OTCQB:PRZFF) (MQSP:GR:FRANKFURT) is pleased to announce that it has engaged Integral Wealth Securities Limited (the “Agent”) as the lead agent in connection with a private placement of up to 26,667,000 units (“Units”) of the Company, on a commercially reasonable basis, at the price of $0.15 per Unit for gross proceeds of up to $4,000,050 (the “Offering”). Completion of the Offering (“Closing”) is expected on or about July 26, 2018.
Each Unit will consist of one common share of the Company (each, a “Share”) and one-half of one non-transferable share purchase warrant (each a “Warrant”), with each whole Warrant entitling the holder to purchase one additional Share at a price of $0.25 per Share for a period of twelve months from the closing of the Offering. In the event the closing price of the Shares on the TSX Venture Exchange exceeds $0.45 per share for 30 consecutive trading days (whether or not a trade occurs on one or more of such days) at any time, the Warrants will expire and terminate on the 30th day (including non-trading days) after the date on which notice thereof from the Company has been given to warrantholders.
The Company intends to use the net proceeds of the Offering for continued drilling, geological, engineering and metallurgical investigations and associated consulting services on its Manto Negro Copper Project located in Coahuila State, Mexico.
Pursuant to the terms of the Offering, the Agent will be granted an option, exercisable in whole or in part, for a period of thirty days after the date of the Closing, to solicit subscriptions for up to an additional 4,000,050 Units, at a price of $0.15 per Unit, for additional gross proceeds of up to $600,007.50.
The Company will pay a cash commission equal to 7.0% of the gross proceeds of the Offering, plus broker warrants exercisable into Units equal in number to 7.0% of the Units sold under this Offering. The Company shall also pay to the Agent a cash work fee of $40,000.00 plus GST.
Closing of the Offering is subject to receipt of applicable regulatory approvals including approval of the TSX Venture Exchange. The securities issued will be subject to a standard four month hold period.
The non-brokered private placement announced by the Company on June 21, 2018 will be limited to maximum of 45,000,000 units for maximum proceeds of $6,750,000. The maximum aggregate gross proceeds of the Offering and the non-brokered private placement is $10,750,000.
About Prize Mining
Prize is a junior mining issuer listed on the TSX Venture Exchange. Prize is focused on the exploration and development of the high grade Manto Negro Copper Property in Mexico and the Kena Gold Property in BC. Find out more at: www.prizemining.com
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Forward-Looking Statements. This press release contains forward-looking statements and information. More particularly, this document contains statements and information concerning the closing of the private placement and the use of proceeds from the private placement. Forward-looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “will”, “believe”, “anticipate”, “estimate”, “scheduled”, “potential”, or other similar words, or statements that certain events or conditions “may”, “should” or “could” occur.
The forward-looking statements and information are based on certain key expectations and assumptions made by Prize, including expectations and assumptions concerning timing of receipt of required regulatory approval, the completion of the private placement and the use of proceeds from the private placement. Although Prize 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 Prize can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, risks that required regulatory approvals are not obtained and that the private placement is not completed due to other closing conditions not being satisfied. There is no certainty that the private placement will be completed.
The reader is cautioned that assumptions used in the preparation of such information, although considered reasonable by the Company at the time of preparation, may prove to be incorrect and readers are cautioned not to place undue reliance on forward-looking information, which speaks only as of the date hereof. The Company does not undertake any obligation to release publicly any revisions to forward-looking information contained herein to reflect events or circumstances that occur after the date hereof or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws.
Not a U.S. Offering. This press release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including in the United States. 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 applicable securities laws of any state of the United States and may not be offered or sold in the United States, or to, or for the account or benefit of a U.S. person (as defined in Regulation S 2 under the 1933 Act) unless registered or pursuant to an available exemption from such registration requirements.
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.