Camrova Resources Announces Private Placement to Existing Shareholders and Other Investors
TORONTO, April 03, 2018 (GLOBE NEWSWIRE) -- Camrova Resources Inc. (“Camrova” or the “Company”) (TSX-V:CAV) (OTC:BAJFF) announces that it intends to raise up to CDN $500,000 by way of a non-brokered private placement (the "Offering") of units ("Units") of the Company at a price of $0.08 per Unit. Subject to certain limitations discussed below, the Offering is open to all existing shareholders of the Company. The Offering is subject to the approval of the TSX Venture Exchange ("TSXV")."). Management, board members and certain consultants to the Company have indicated they will participate in the Offering.
Any existing shareholders interested in participating in the Offering should contact the Company pursuant to the contact information set forth below, or visit the Company's website at http://www.camrovaresources.com/.
The Offering
The maximum Offering is 6,250,000 Units for gross proceeds of $500,000. The Offering is not subject to any minimum aggregate subscription. Each Unit will consist of one common share in the capital of Camrova (the “Common Shares”) and one Common Share purchase warrant (the “Warrants”). Each Warrant will be exercisable into one Common Share for a period of two years at a price of $0.15 per share; provided, however, that in the event the volume-weighted average price of the Common Shares on the TSXV for any 20 consecutive trading days equals or exceeds $0.30, the Company may, upon providing written notice to the holders of Warrants, accelerate the expiry date of the Warrants to the date that is 30 days following the date of such written notice. A finder's fee of up to 7% cash and 7% broker warrants (having the same characteristics as the Units) may be paid to eligible finders with respect to any portion of the Offering that is not subscribed for by existing shareholders.
The proceeds of the Offering will be used for general corporate expenses and to conduct due diligence in connection with a potential acquisition of certain small mining and plant assets presently producing copper in Chile. Associated with these assets is a potential project for reprocessing slag floatation materials to ultimately produce copper concentrates. The proceeds will be used as follows: Due Diligence ($100,000); Assets Valuation ($40,000); Preparation of Technical Report ($100,000); Financing Activities ($30,000); and G&A ($230,000); for a total of $500,000.
In this regard, the Company has entered into late-stage negotiations with the assets' owner including numerous site visits towards completion of its technical and legal due diligence review and to advance the negotiations. Further due diligence review by Camrova is required before the assets and parties can be disclosed. There is as yet no binding agreement and there are no assurances that such an agreement can be reached on commercially viable terms, or at all.
Although the Company intends to use the proceeds of the Offering as described above, the actual allocation of net proceeds may vary from the uses set forth above, depending on unforeseen events. If the Offering is not fully subscribed, the Company will apply the proceeds of the Offering to the above uses in priority and in such proportions as management of the Company determines is in the best interests of the Company.
The securities issued in connection with the Offering will be subject to a hold period expiring four months and one day from the date of issuance of such securities.
Existing Shareholder Exemption
Depending on demand and regulatory requirements, a portion of the Offering may be made in accordance with the provisions of the existing shareholder exemption (the “Existing Shareholder Exemption”) contained in OSC Rule 45-501 Ontario Prospectus and Registration Exemptions and in Multilateral CSA Notice 45-313 and the various corresponding blanket orders and rules of participating jurisdictions. In addition to conducting the Offering pursuant to the Existing Shareholder Exemption, the Offering will also be conducted pursuant to other available prospectus exemptions, including sales to accredited investors, family and close personal friends and business associates of directors and officers of the Company.
The Company has set April 02, 2018 as the record date for the purpose of determining existing shareholders entitled to purchase Units pursuant to the Existing Shareholder Exemption. Subscribers purchasing Units under the Existing Shareholder Exemption will need to represent in writing that they meet certain requirements of the Existing Shareholder Exemption, including that they were, on or before the record date, a shareholder of the Company (and still are a shareholder). The aggregate acquisition cost to a subscriber under the Existing Shareholder Exemption cannot exceed $15,000 unless that subscriber has obtained advice from a registered investment dealer regarding the suitability of the investment. There is no minimum subscription amount. If subscriptions received for the Offering based on all available exemptions exceed the maximum Offering amount of $500,000, Units will be allocated pro rata amongst all subscribers qualifying under all available exemptions.
About Camrova Resources Inc.
Camrova is a Canadian mining company. Camrova owns a 7.3% interest in the Boleo copper-cobalt-zinc project located in Baja California Sur, Mexico. The Boleo Project is projected to annually produce approximately 30,000 metric tonnes of copper, 700 metric tonnes of cobalt and 10,500 metric tonnes of zinc sulfate. The commissioning phase of the processing plant has been declared completed and MMB is actively seeking solutions to improve cash flow. Camrova is working to identify and evaluate alternative project opportunities that are consistent with its technical expertise and have the potential for near-term generation of cash flow and value creation.
For further information, please contact Camrova’s CFO Kris Misir at 647-632-3444 (email: kris.misir@camrovaresources.com) or Interim CEO Tom Ogryzlo at 416-271-0879 (email at info@camrovaresources.com).
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS: This press release contains forward-looking statements or forward-looking information (forward-looking statements). These statements can be identified by expressions of belief, expectation or intention, as well as those statements that are not historical fact. Forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements contained in this press release include the ability of the Company to complete the Offering and negotiate a binding agreement to acquire the Chilean assets. The Forward-looking statements are based on our current estimates, expectations and projections, which the Company believes are reasonable as of the current date. Actual results could differ materially from those anticipated or implied in the forward-looking statements and as a result undue reliance should not be placed on forward-looking statements. Additional risks and uncertainties can be found in the Company’s reporting documents filed on SEDAR (www.sedar.com), including its Management Discussion and Analysis. Forward-looking statements are given only as at the date of this press release and the Company disclaims any obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.