Inventus Announces Up to $2,000,000 Convertible Debt Financing
TORONTO, ONTARIO--(Marketwired - Feb. 25, 2016) - Inventus Mining Corp. ("Inventus" or the "Company") (TSX VENTURE:IVS) is pleased to announce it has arranged a non-brokered private placement of up to C$2.0 million in principal amount of senior secured convertible debentures (the "Offering") at a price of C$100,000 and integral multiples thereof per debenture ("Debentures"). The Debentures will have an interest rate of 8% per year, calculated semi-annually from their date of issuance and will mature on the date that is two (2) years from the date of issuance (the "Maturity Date"). At the option of the lenders, principal under the Debenture is convertible (the "Conversion") into common shares of Inventus (the "Conversion Shares") at a conversion price of C$0.05 per Conversion Share, however, the lenders may only exercise their right to Conversion following completion of a consolidation (the "Consolidation") of the common shares of Inventus on a minimum basis of two (2) (old) common shares for one (1) (new) common share, and up to or on the Maturity Date. In the event the Consolidation is not completed on or prior to June 15, 2016, it will constitute an event of default pursuant to the terms of the Debenture. Certain insiders of the Company may participate in the Offering.
The Company intends to use the net proceeds of the Offering on the development of its bulk sampling program at its flagship Pardo gold project, located 65 kilometres north east of Sudbury, Ontario, and for general working purposes. The Offering is expected to close on or about the week of March 14, 2016. Closing of the Offering would be subject to certain conditions typical for a transaction of this nature and the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange ("TSXV"). The securities issued pursuant to the Offering will be subject to a statutory four month and one day hold period.
In connection with the Offering, Mr. Wayne Whymark, Chairman and Chief Executive Officer of Inventus, intends to acquire a flow-through special warrant in the amount C$250,000 exercisable at the same Conversion price as the Debenture. Mr. Whymark currently owns, directly and indirectly, 2,818,168 common shares of Inventus, representing approximately 3.3% of the outstanding common shares of the Company on an undiluted basis. Participation by Mr. Whymark will be considered a "related party transaction" pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company will, however, be exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the Offering in reliance on sections 5.5(b) and 5.7(b), respectively, of MI 61-101.
Cautionary Note Regarding 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 Inventus' future plans, objectives or goals, including words to the effect that Inventus 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", "will", 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 Inventus, Inventus 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, statements related to successful completion of the Offering, completion of the Consolidation, Inventus'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 failure to complete the Offering as contemplated or at all, failure to affect the Consolidation, 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 Inventus' public documents filed on SEDAR. Although Inventus has attempted to identify important factors that could cause actual actions, events, or results to differ materially from those described in the forward-looking information, there may be other factors that cause actions, events, or results not to be as anticipated, estimated, or intended. There can be no assurance that forward-looking information will prove to be accurate. The forward-looking information contained herein is presented for the purposes of assisting investors in understanding Inventus' plans, objectives, and goals and may not be appropriate for other purposes. Accordingly, readers should not place undue reliance on forward-looking information. Inventus does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
Neither TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.