Atico Mining Corporation (the “
Company” or
“
Atico”) (TSX.V: ATY | OTC: ATCMF) is pleased to
announce that it has entered into a subscription agreement with
Dundee Corporation with respect to the issuance of unsecured
convertible debentures (the “
Debentures”) of the
Company for gross proceeds of US$6.5 million (the
“
Offering”).
The Debentures will mature five years following
the closing date with an interest rate of 7% per annum and, subject
to certain terms and conditions, will be convertible into up to an
aggregate of 11,627,907 common shares of the Company (the
“Conversion Shares”) at a conversion price of
US$0.559 per Conversion Share (being CDN$0.715 per Conversion Share
converted into US dollars using the Bank of Canada daily exchange
rate for CDN$ to US$ on December 4, 2020). The conversion price
represents (i) a premium of 42% to the 20-day VWAP, and (ii) a
premium of 34% to the 10-day VWAP, of the closing price of the
common shares on December 4, 2020. The Debentures, and Conversion
Shares issuable upon conversion of the Debentures, will be subject
to resale restrictions for a period of four months from the date of
closing of the Offering.
The Company may, at its option, redeem the
Debentures, in whole or in part, at par plus accrued and unpaid
interest. The Company must pay a redemption fee equal to 2% of the
principal amount if redeemed between 12 months and 2 years after
the date of closing of the Offering and equal to 4% of the
principal amount if redeemed within 12 months of such date. No
redemption fee will be charged to redeem the Debentures after two
years of the date of closing of the Offering. In connection with
the Debentures, certain subsidiaries of the Company will grant a
guarantee in favour of Dundee Corporation.
The proceeds of the Offering will be used for
work on the Company’s La Plata project and for general working
capital purposes. The closing date for the Offering is expected to
be on or about December 11, 2020.
The Offering is subject to customary conditions,
including but not limited to, the receipt of all necessary
approvals, including the final approval of the TSX Venture
Exchange.
This news release does not constitute an offer
to sell or a solicitation of an offer to buy any of the securities
in the United States. The securities have not been and will be not
be registered under the United States Securities Act of 1933 as
amended (the “1933 Act”), or any state securities laws and may not
be offered or sold within the United States or to, or for the
account or benefit of U.S. persons (as defined in Regulation S
under the 1933 Act) absent such registration or an applicable
exemption from such registration requirements.
About Atico Mining
Corporation
Atico is a growth-oriented Company, focused on
exploring, developing and mining copper and gold projects in Latin
America. The Company generates significant cash flow through the
operation of the El Roble mine and is developing it’s high-grade La
Plata VMS project in Ecuador. The Company is also pursuing
additional acquisition of advanced stage opportunities. For more
information, please visit www.aticomining.com.
ON BEHALF OF THE BOARD
Fernando E. GanozaCEOAtico Mining
CorporationTrading symbols: TSX.V: ATY | OTC: ATCMF
Investor RelationsIgor DutinaTel:
+1.604.633.9022
Cautionary Note Regarding Forward Looking
Statements
This announcement includes certain
“forward-looking statements” within the meaning of Canadian
securities legislation. All statements, other than statements of
historical fact, included herein, without limitation the use of net
proceeds, are forward-looking statements. Forward- looking
statements involve various risks and uncertainties and are based on
certain factors and assumptions. 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. Important factors that could cause actual results
to differ materially from the Company’s expectations include
uncertainties relating to interpretation This news release includes
“forward-looking information” under applicable Canadian securities
laws. These forward looking statements or information relate to,
among other things: the intended use of proceeds from the Offering,
the conversion of the Debentures, the receipt of any regulatory
approvals of the TSX Venture Exchange, the expected timing of
closing of the Offering and the Company’s exploration and
development programs.
Such forward-looking statements are based on a
number of opinions, estimates and assumptions that we currently
believe are appropriate and reasonable in the circumstances,
including, but not limited to: the ability and willingness of the
parties to negotiate and settle the final terms of the definitive
documentation, including the Debentures; that mutually acceptable
terms of the Debentures can be agreed to; the conditions to closing
will be satisfied, including necessary regulatory approvals; the
future prices of copper and gold; currency exchange rates and
interest rates; favourable operating conditions; political
stability; obtaining required licenses and permits; labour
stability and stability in market conditions. Despite a careful
process to prepare and review the forward-looking information and
statements, there can be no assurance that the underlying opinions,
estimates and assumptions will prove to be correct.
Numerous risks and uncertainties, some of which
may be unknown, relating to the Company’s business could cause
actual events and results to differ materially from the estimates,
beliefs and assumptions expressed or implied in the forward-looking
information and statements. Such factors include, without
limitation: the parties being unable to settle the final terms of
the definitive documentation; the risk that the conditions to
completion of the Offering will not be satisfied; an event, change
or other circumstance that could give rise to the termination of
the Offering will occur; receipt of required regulatory approvals;
the Company’s ability to refinance its indebtedness, the risk that
the Company’s credit ratings could be downgraded; the Company
having insufficient financial resources to achieve its objectives;
fluctuations in general macro-economic conditions; fluctuations in
securities markets and the market price of Atico’s shares;
fluctuations in the spot and forward price of gold and other metals
or certain other commodities (such as natural gas, fuel oil and
electricity); fluctuations in the currency markets (such as the
Canadian dollar, Colombian peso and the U.S. dollar); changes in
national and local government, legislation, taxation, controls,
regulations and political or economic developments in Canada, the
United States, Colombia or Ecuador; operating or technical
difficulties in connection with mining or development activities;
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); risks relating to the credit
worthiness or financial condition of suppliers, refiners and other
parties with whom the parties do business; inability to obtain
adequate insurance to cover risks and hazards; and the presence of
laws and regulations that may impose restrictions on mining,
including those currently enacted in Colombia and Ecuador; employee
relations; relationships with and claims by local communities and
indigenous populations; availability and increasing costs
associated with mining inputs and labour; the speculative nature of
mineral exploration and development, including the risks of
obtaining necessary licenses, permits and approvals from government
authorities; diminishing quantities or grades of mineral reserves
as properties are mined; title to properties; and risks and
uncertainties applicable to Atico as set forth in its continuous
disclosure filings filed under its SEDAR profiles at
www.sedar.com.
Readers are cautioned against attributing undue
certainty to forward-looking statements or information. Although
the Company has attempted to identify important factors that could
cause actual results to differ materially, there may be other
factors that cause results not to be anticipated, estimated or
intended. The Company does not intend, and does not assume any
obligation, to update these forward-looking statements or
information to reflect changes in assumptions or changes in
circumstances or any other events affecting such statements or
information, 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. of drill results and the geology,
continuity and grade of mineral deposits; uncertainty of estimates
of capital and operating costs; the need to obtain additional
financing to maintain its interest in and/or explore and develop
the Company’s mineral projects; uncertainty of meeting anticipated
program milestones for the Company’s mineral projects; the
world-wide economic and social impact of COVID-19 is managed and
the duration and extent of the coronavirus pandemic is minimized or
not long-term; disruptions related to the COVID-19 pandemic or
other health and safety issues, or the responses of governments,
communities, the Company and others to such pandemic or other
issues; and other risks and uncertainties disclosed under the
heading “Risk Factors” in the prospectus of the Company dated March
2, 2012 filed with the Canadian securities regulatory authorities
on the SEDAR website at www.sedar.com.
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