TORONTO, Aug. 16, 2017 (GLOBE NEWSWIRE) — Inventus Mining Corp. (TSX-V:IVS) (“Inventus” or the “Company”) today announces a non-brokered private placement financing comprising the sale of up to 6,666,667 units (“Units”), to be sold at $0.15 per Unit for gross proceeds of up $1,000,000 (the “Offering”). Evanachan Limited, a company owned and controlled by Robert McEwen has agreed to acquire 3,333,333 Units for gross proceeds of approximately $500,000. Each Unit will consist of one common share (“Common Share”) and one common share purchase warrant (“Warrant”). Each common share purchase Warrant will entitle the holder to acquire one Common Share for $0.25 for a period of two years after the closing of the Offering. All securities issued in conjunction with the Offering are subject to a hold period of four months and one day after closing.
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 (“TSXV”).
Related Party Transaction
As a result of holding 10% or more of the issued and outstanding common shares of the Company, Robert McEwen is an “insider” of the Company. The acquisition of 3,333,333 Units by Evanachan Limited 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 Evanachan Limited does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.
Early Warning Report
Robert McEwen had ownership or direction and control over an aggregate of 18,502,500 common shares of the Company prior to Offering, representing approximately 18.4% of the issued and outstanding common shares of the Company. Pursuant to the Offering, Evanachan Limited has acquired 3,333,333 Units. As a result of the Offering, Robert McEwen is now a control person of the Company and has ownership or direction or control over 21,835,833 common shares representing approximately 20.4% of the issued and outstanding common shares of the Company (assuming completion of the entire Offering). Robert McEwen has acquired the Units for investment purposes, and has no current intention to increase his beneficial ownership of, or control or direction over, securities of the Company. These investments will be reviewed on a continuing basis and holdings may be increased or decreased in the future.
As a result of the Offering, the number of common shares Robert McEwen beneficially owns, or exercises control or direction over of the Company has increased by more than 2%. In satisfaction of the requirements of 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 Evanachan Limited will be filed under the Company’s SEDAR Profile at www.sedar.com.
About Inventus Mining Corp.
Inventus is a mineral exploration company focused on the world-class mining district of Sudbury, Ontario. Our principal asset is a 100% interest in the Pardo Paleoplacer Gold Project located 65 km northeast of Sudbury. Pardo is the first important paleoplacer gold discovery found in North America. Inventus has 100,304,403 common shares outstanding (109,173,569 shares on a fully diluted basis). Endurance Gold Corp. owns 25.4% of the issued and outstanding shares, Evanachan Limited, a company owned and controlled by Robert McEwen owns 18.4%, Eric Sprott owns 13.6%, Osisko Gold Royalties Ltd. owns 6%, and the former Chairman and CEO Wayne Whymark owns 6.4%.
Visit http://www.inventusmining.com for more information.
Neither TSXV 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. No stock exchange, regulation services provider, securities commission or other regulatory authority has approved or disapproved the information contained in this news release.
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.
CONTACT: For further information, please contact: Mr. Stefan Spears Chairman and CEO Inventus Mining Corp. Tel: (647) 408-1849 E-mail: firstname.lastname@example.org