/NOT FOR DISTRIBUTION TO UNITED
STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN THE
UNITED STATES./
TORONTO, Nov. 2, 2016 /CNW/ - Toachi Mining Inc.
("Toachi" or the "Company") (TSXV-TIM) is pleased to
announce that in conjunction with the previously announced bought
deal offering (the "Bought Deal Offering") of common shares
(the "Bought Deal Shares") conducted by a syndicate
of underwriters (the "Underwriters") led by Beacon
Securities Limited ("Beacon"), it intends to complete a
concurrent private placement financing arranged by Primary Capital
Inc. to sell up to an additional 3,250,000 common shares in the
capital of the Company (the "Concurrent Shares", and
together with the Bought Deal Shares, the "Offered Shares")
conducted on the same terms as the Bought Deal Offering to eligible
placees for additional aggregate gross proceeds to the Company of
up to $1,300,000 (the "Concurrent
Offering", and together with the Bought Deal Offering, the
"Offering").
In addition, the Company and Beacon, on behalf of the
Underwriters, have amended the terms of the Bought Deal Offering.
Under the amended terms, the Company has granted the Underwriters
an option (the "Underwriters' Option"), exercisable, in
whole or in part by Beacon, on behalf of the Underwriters, by
giving notice to the Company at any time up to 48 hours prior to
the Closing Date (as defined below) to sell up to an additional
number of Bought Deal Shares at $0.40
per Bought Deal Share for additional gross proceeds of up to
$700,000.
In the event the Underwriters' Option is exercised in full, the
aggregate gross proceeds to the Company under the Offering shall be
up to $6,000,000.
The net proceeds from the Offering are intended to be used to
advance the Company's La Plata property in Ecuador and for working capital and general
corporate purposes.
The closing of the Offering is expected to occur on or about
November 22, 2016 (the "Closing
Date") and is subject to the completion of formal documentation
and receipt of applicable regulatory approvals, including the
approval of the TSX Venture Exchange. All securities issued in
connection with the Offering will be subject to a four month hold
period plus one day in accordance with applicable Canadian
securities laws, commencing on the Closing Date. No new insiders
are anticipated to be created, nor will there be any change of
control as a result of the Offering.
The Offered Shares will be offered on a private placement basis
in all of the provinces of Canada
and may be offered in the United
States on a private placement basis pursuant to an exemption
from registration requirements of the United States Securities Act
of 1933, as amended, and such other jurisdictions as may be agreed
upon by the Company and the Underwriters.
The securities offered have not been, and will not be,
registered under the U.S. Securities Act of 1933, as amended (the
"U.S. Securities Act") or any U.S. 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. Securities Act and applicable U.S. state
securities laws. This 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.
About Toachi Mining Inc.
Toachi brings a disciplined and veteran team of project managers
together with a high grade gold-copper-silver-zinc project at La
Plata in Ecuador. Toachi is
focused on and committed to the development of advanced stage
mineral projects throughout the Americas using industry best
practices combined with a strong social license from local
communities. Toachi Mining has 40,933,270 shares issued and
outstanding.
Forward Looking Statements
Certain statements contained in this news release may
constitute "forward-looking information" as such term is used in
applicable Canadian and other applicable securities laws.
Forward-looking information is based on plans, expectations and
estimates of management at the date the information is provided and
is subject to certain factors and assumptions, including, (i) that
the Company's financial condition and development plans do not
change as a result of unforeseen events, (ii) that the Company and
the Underwriters complete any formal documentation, and (iii) that
the Company obtains regulatory approval. Forward-looking
information is subject to a variety of risks and uncertainties and
other factors that could cause plans, estimates and actual results
to vary materially from those projected in such forward-looking
information. Factors that could cause the forward-looking
information in this news release to change or to be inaccurate
include, but are not limited to, the risk that any of the
assumptions referred to prove not to be valid or reliable, that
occurrences such as those referred to above are realized and result
in delays, or cessation in planned work, that the Company's
financial condition and development plans change, and delays in
regulatory approval, as well as the other risks and uncertainties
applicable to the Company as set forth in the Company's continuous
disclosure filings filed under the Company's profile at
www.sedar.com. The Company undertakes no obligation to update these
forward-looking statements, other than as required by applicable
law.
Neither 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.
SOURCE Toachi Mining Inc.