Coro Mining Corp. (“Coro” or the “Company”) (TSX:
COP) announces today a CAD 46.7 million (approximately US$36
million) financing plan, comprising of a closed premium
non-brokered CAD 13.2 million (approximately US$10 million) private
placement (“Private Placement”) with an entity of the Tembo Capital
private equity group (“Tembo Capital”) and a forthcoming
CAD 33.6 million (approximately US$26 million)
rights offering (“Rights Offering”) for which Tembo Capital has
agreed to provide a stand-by guarantee.
Highlights
- Total financing package of CAD 46.7 million fully funds Coro
for the next 12 months.
- Proceeds to repay debt, acquire surrounding properties and fund
exploration program and resource expansion at Marimaca.
- Introduction of new shareholder at a premium demonstrates
significant value proposition.
- Rights Offering provides existing shareholders equal
opportunity to invest in the Company at an attractive entry
price.
- Completion of acquisition of Sierra Miranda claims, which are
adjacent to the flagship Marimaca property of Coro
- Commitment by Greenstone Resources LP (“Greenstone”) and Tembo
Capital to exercise all of their basic subscription privilege in
the Rights Offering and standby guarantee by Tembo Capital should
ensure a successful outcome of the proposed Rights Offering.
Commenting on the financing plan, Coro’s
President & CEO Luis Tondo said: “I am pleased today to
announce a comprehensive financing plan for Coro. The premium
placement and rights offering combination optimises our shareholder
and capital structures, which should allow us to move ahead with
acquiring the Sierra Miranda claims surrounding Coro’s flagship
Marimaca project and commence a fully funded exploration program on
these properties, which I believe has significant potential. The
proceeds will also be used to pay off debt and fund our working
capital needs. Consequently, I am confident that Coro now
represents a premier investment opportunity in the junior copper
sector, and places us in an unrivalled position to create
significant value over the next 12 months.
“The Board of Directors welcomes Tembo Capital
as a shareholder. Their willingness to invest at a premium and
provide a standby guarantee for the rights offering is a solid
endorsement of our Marimaca project and its growth potential. Tembo
Capital is a well known private equity group and we look forward to
benefitting from their technical and strategic contributions.”
Private PlacementThe Company
has closed the Private Placement consisting of common shares of the
Company (“Common Shares”) raising gross proceeds of approximately
CAD 13.2 million. Under the Private Placement, the Company has
issued 109,733,334 Common Shares at a price of CAD 0.12 per Common
Share, representing a premium of 26% to Coro’s closing price on the
TSX on August 3rd, 2018. Tembo Capital has purchased all of the
Common Shares issued pursuant to the Private Placement. Pursuant to
the Private Placement Tembo Capital, for so long as it continues to
hold at least 10% of the outstanding Common Shares of Coro, on a
non-diluted basis, will have (i) the right to nominate one member
to the Board of Directors, and (ii) a pre-emptive right to maintain
its pro rata interest in the Common Shares of Coro.
A significant portion of the proceeds of the
Private Placement, being approximately CAD 7,680,030, were used to
fund the previously announced acquisition of the Sierra Miranda
claims adjacent to the Marimaca property, the balance of such
proceeds will be used to advance exploration at the Company’s
flagship Marimaca project and for general corporate purposes.
Conversion of Greenstone Convertible
LoanThe Company separately announces that 21,883,492
Common Shares are expected to be issued in the coming days to
Greenstone pursuant to the conversion of its US$2 million
convertible loan, at a conversion price equal to the Private
Placement price of CAD 0.12 per share (the “Greenstone Loan
Conversion”). The Greenstone Loan Conversion is expected to be
completed on or about August 9th, 2018.
Following the issue of Common Shares to Tembo
Capital pursuant to the Private Placement and the Greenstone Loan
Conversion, the total number of Common Shares outstanding will be
783,546,337. The percentage interest of Greenstone in the Common
Shares of Coro will have fallen from 63.5% to 55.6%, with Tembo
Capital holding 14.0% of the then outstanding Common Shares.
Rights OfferingThe Board of
Directors has approved the undertaking of a prospectus exempt
Rights Offering to be made only to holders of record of Common
Shares as of August 22nd, 2018. The Company will issue rights
(“Rights”) to subscribe for an aggregate of up to 671,591,957
Common Shares of the Company at a subscription price of CAD 0.05
per Common Share, raising up to approximately CAD 33.6 million.
Additional subscription privileges will be extended to all
shareholders. The Company intends to use the proceeds of the Rights
Offering to primarily fund further exploration work at the Marimaca
project, retire outstanding indebtedness and for general corporate
purposes.
The Rights Offering is being made to the holders
of Coro’s Common Shares of record at the close of business on
August 22nd, 2018. The Company will issue one Right for each
outstanding Common Share. Each 1.1667 Rights will entitle a
shareholder to acquire one Common Share of the Company, upon
payment of the subscription price per common share. Fractional
shares will not be issued and any fractions will be rounded down to
the nearest whole number.
For example, an eligible holder of 1,000 Common
Shares as of the record date would be issued 1,000 Rights, which
would entitle the holder to subscribe for 857 additional Common
Shares for an aggregate price of CAD 42.85 (857 x CAD 0.05).
The following insiders, Greenstone and Tembo
Capital, have advised that they intend to exercise, subject to
relevant restrictions, all of their basic subscription privileges.
The Company has also entered into a stand-by guarantee agreement
(the “Stand-By Agreement”) with Tembo Capital. Subject to and in
accordance with the terms of the Stand-By Agreement, Tembo Capital
has agreed to purchase the Common Shares issuable under the Rights
Offering, which remain unsubscribed for by the holders of the
Rights, other than Rights issued to Greenstone pursuant to their
basic subscription privileges.
The persons who currently hold 10% or more of the Company’s
Common Shares or would own 10% or more upon completion of the
Rights Offering are anticipated to be as follows:
|
Shares held before Rights
Offering |
Shares held after Rights
Offering(1) |
Number |
% |
Number |
% |
Greenstone |
435,969,014 |
55.6% |
809,646,063 |
55.6% |
Tembo Capital |
109,733,334 |
14.0% |
405,136,468 |
27.8% |
|
|
|
|
|
(1) Assumes: (i) the maximum number of Common Shares are issued
under the Rights Offering, (ii) no person acquires Common Shares
under the Rights Offering other than Greenstone, Tembo Capital and
the other insiders of the Company who have indicated an intention
to exercise their basic subscription privilege, and (iii) that
Tembo Capital will, in such circumstance, fulfil its obligations
under the Stand-By Agreement by purchasing all Common Shares
available under the Rights Offering (other than those issued to
Greenstone and the identified insiders pursuant to their respective
basic subscription privilege). |
|
|
|
|
|
It is expected that the Rights will trade on the
Toronto Stock Exchange under the symbol “COP.RT” commencing on
August 21st, 2018 and will trade until 12:00 p.m. (Toronto Time) on
September 20th, 2018. The Rights will expire at 5:00 p.m. (Toronto
Time) on September 20th, 2018 (the “Expiry Time”), after which time
unexercised Rights will be void and of no value. Shareholders who
fully exercise their Rights will be entitled to subscribe for
additional Common Shares under the Rights Offering, in the event
that there remain unexercised Rights at the Expiry Time, subject in
all cases to certain limitations set out in Coro’s Rights Offering
circular (the “Circular”), which will be filed on SEDAR at
www.sedar.com prior to the record date.
A Rights Offering notice and Rights certificate
will be mailed to each registered shareholder of the Company
resident in Canada (and, in certain cases, certain other
jurisdictions) as of the record date. Registered shareholders who
wish to exercise their rights must forward the completed rights
certificate, together with the applicable subscription funds, to
the rights agent, Computershare Investor Services Inc., on or
before the Expiry Time. Eligible shareholders who own their shares
through an intermediary, such as a bank, trust company, securities
dealer or broker, will receive materials and instructions from
their intermediary.
Use of ProceedsThe following
table below provides a detailed breakdown of how the Company will
use its available funds, including those received pursuant to the
Private Placement and Rights Offering:
Description of
intended use of available funds listed in order or
priority: |
Assuming 100% of Rights Offering (through exercise of
Rights or Standby Commitment) (1) |
Repayment of loans from
Greenstone |
$11,585,130 |
(2) |
|
|
|
|
|
Exploration work at
Marimaca Project |
$10,920,000 |
|
Development work at
Marimaca Project |
$1,450,000 |
|
Acquisition of Sierra
Miranda Claims |
$7,680,030 |
(3) |
|
|
|
|
|
Potential land
acquisitions |
$1,300,000 |
|
Transaction costs and
expenses |
$1,300,000 |
|
Working capital,
general and administrative expenses |
$11,697,287 |
|
Total: |
$45,932,447 |
|
|
|
|
|
(1) Amounts
expressed in Canadian dollars. |
(2)
Canadian dollar equivalent of US$8.9 million loans payable to
Greenstone, including accrued but unpaid interest and related fees,
on the basis of the daily exchange rate published by the Bank of
Canada on July 31, 2018 of US$1.00 = CAD 1.3017. The Company has
agreed with Greenstone to set-off the principal amount of such
loans payable against a portion of the aggregate exercise price of
rights to be exercised by Greenstone under its Basic Subscription
Privilege. See “Insider Participation”. |
(3)
Canadian dollar equivalent of US$5.9 million purchase price for
Sierra Miranda claims, which has already been advanced by Coro,
pursuant to a mineral concession purchase agreement «promesa de
compraventa de concesiones mineras» dated January 19, 2018 between
the Company’s wholly-owned subsidiary Compania Minera Ceilo Azul
Lta. And Capax S.A., on the basis of the daily exchange rate
published by the Bank of Canada on July 31, 2018 of US$1.00 = CAD
1.3017. |
|
Further details of the Rights Offering are
contained in the Circular, which will be filed in due course on
SEDAR under the Company's profile at www.sedar.com and will be
posted on the Company’s website at www.coromining.com, or will be
available from your dealer representative or by contacting
either:
Coro Mining
CorpNicholas BiasVP Corporate Development & IR+1 604
682 5542nbias@coromining.com |
Computershare Investor Services Inc.(Rights
Agent)1-800-564-6253 (North America)1-514-982-7555
(International)corporateactions@computershare.com |
|
|
The Rights Offering is subject to certain
conditions including, but not limited to, the receipt of all
necessary regulatory approvals, including the acceptance of the
Toronto Stock Exchange.
The Toronto Stock Exchange has conditionally
accepted for listing the new Common Shares issued pursuant to the
Private Placement and to be issued pursuant to the Greenstone Loan
Conversion and the Rights Offering, which will rank pari passu with
the Company’s issued and outstanding Common Shares.
AdvisorsBMO Capital Markets and
Tamesis Partners are acting as financial advisors and Bennett Jones
and Bofill Mir & Alvarez Jana as legal advisors to Coro.
About Tembo CapitalTembo
Capital is a mining-focused private equity fund group, which
specialises in developing countries and has a strong track record
of identifying and supporting emerging resource companies. Tembo
Capital has a team of experienced private equity investment and
mining finance professionals, with a long history of association
with developing regions and countries.
On behalf of the Board of Directors,LUIS TONDO, PRESIDENT &
CEO
For further information please contact of visit
www.coromining.com or contact: Nicholas Bias, VP Corporate
Development & Investor Relations +1 (604) 682 5546 x 202 or +44
(0)7771 450 679 | nbias@coromining.com
This press release does not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be
any sale of these securities, in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such jurisdiction.
This news release includes certain “forward-looking statements”
under applicable Canadian securities legislation. Forward-looking
statements in this press release relate to, among other things
completion of a feasibility study for the Marimaca claim.
Statements concerning mineral resource estimates may also be deemed
to constitute forward-looking information to the extent that they
involve estimates of the mineralization that will be encountered if
the Maricunga claim is developed. Actual future results may differ
materially. There can be no assurance that such statements will
prove to be accurate, and actual results and future events could
differ materially from those anticipated in such statements.
Forward-looking statements reflect the beliefs, opinions and
projections on the date the statements are made and are based upon
a number of assumptions and estimates that, while considered
reasonable by Coro, are inherently subject to significant business,
economic, competitive, political and social uncertainties and
contingencies. Many factors, both known and unknown, could cause
actual results, performance or achievements to be materially
different from the results, performance or achievements that are or
may be expressed or implied by such forward-looking statements and
the parties have made assumptions and estimates based on or related
to many of these factors. Such factors include, without limitation:
the ability of Coro to complete the Rights Offering, the ability of
Coro to complete the Greenstone Loan Conversion, the occurrence of
unexpected financial obligations, fluctuations in the price of
commodities; fluctuations in the currency markets; changes in
national and local government, legislation, taxation, controls,
regulations and political or economic developments; risks and
hazards associated with the business of mineral exploration,
development and mining (including environmental hazards, industrial
accidents, unusual or unexpected formations, pressures, cave-ins
and flooding); the presence of laws and regulations that may impose
restrictions on mining and employee relations as well as those
factors disclosed in the Company’s documents filed from time to
time with the securities regulators in the Provinces of British
Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick,
Nova Scotia, Prince Edward Island and Newfoundland and
Labrador.
Accordingly, readers should not place undue
reliance on forward-looking statements. Coro undertakes no
obligation to update publicly or otherwise revise any
forward-looking statements contained herein whether as a result of
new information or future events or otherwise, except as may be
required by law. All amounts in this document are US Dollars unless
otherwise stated. Due to foreign exchange conversions, rounding
errors may occur.
Marimaca Copper (TSX:MARI)
Historical Stock Chart
From Jun 2024 to Jul 2024
Marimaca Copper (TSX:MARI)
Historical Stock Chart
From Jul 2023 to Jul 2024