Walter tembo3/20/2023 A material change report was not filed more than 21 days in advance of the closing as the details of the Offering and the participation therein by related parties was not settled until shortly prior to the closing of the Offering, and the Company wished to close the Offering on an expedited basis for sound business reasons. The Tembo Participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in reliance upon the exemptions contained in Section 5.5(a) and 5.7(1)(a), respectively, of MI 61-101. Tembo is an insider of the Company and, as a result, its participation in the Offering constitutes a "related party transaction" as defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Tembo Capital Elim Co-Investment LP ("Tembo"), a significant shareholder of the Company, acquired an aggregate of 2,833,717 Common Shares pursuant to the Offering (the "Tembo Participation"). This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. The securities offered in the Offering have not been, and will not be, registered under the U.S. Securities Act"), and other jurisdictions outside of Canada provided that no prospectus filing or comparable obligation arises. buyers on a private placement basis pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. The Common Shares were offered by way of a short form prospectus dated February 9, 2023, filed in all provinces of Canada, except Québec (the "Prospectus"). The net proceeds from the Offering will be used for exploration and development at the Company's Cactus Mine Project located in Arizona, and for general working capital and corporate purposes, as described in the Prospectus (as defined below). and TD Securities Inc (together with Haywood, the "Underwriters"). ("Haywood"), as lead underwriter and sole bookrunner, and including Canaccord Genuity Corp., Stifel Nicolaus Canada Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., Cormark Securities Inc., iA Private Wealth Inc., Raymond James Ltd., RBC Dominion Securities Inc., Scotia Capital Inc. The Offering was underwritten on a "bought deal" basis by a syndicate of underwriters, led by Haywood Securities Inc. (TSX:ASCU | OTCQX:ASCUF) ("ASCU" or the "Company") is pleased to announce that it has closed its previously announced bought deal financing of 15,000,000 common shares in the capital of the Company (the "Common Shares") at a price of C$2.00 per Common Share (the "Issue Price"), for gross proceeds to the Company of C$30,000,000 (the "Offering"). NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.Īrizona Sonoran Copper Company Inc.
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