Candelaria Mining Corp. (TSXV:CAND, OTC PINK:CDELF) (the
“
Company”
) is pleased to announce
the closing of an offering, on a non-brokered private placement
basis, of 4,237,042 units of the Company (the
"
Units") at a subscription price of $0.25 per Unit
for aggregate gross proceeds of $1,059,261 (the "
Private
Placement"). Each Unit consists of one common share of the
Company (each, a "
Common Share") and one-half of
one Common Share purchase warrant (each whole Common Share purchase
warrant, a "
Warrant"). Each Warrant entitles the
holder to purchase one Common Share at a price of $0.40 for a
period of three (3) years following the closing of the Private
Placement.
The Company intends to use the proceeds of the
Private Placement for general working capital. All securities
issued pursuant to the Private Placement are subject to a statutory
hold period expiring on August 04, 2020, in accordance with
applicable securities laws.
Directors and officers of the Company have
collectively subscribed for 2,488,242 Units in the Private
Placement. Each transaction with the directors and officers
constitutes a “related party transaction” within the meaning of
Multilateral Instrument 61-101 - Protection of Minority Security
Holders in Special Transactions (“MI 61-101”). The
Company is relying on Section 5.5(a) of MI 61-101 for an exemption
from the formal valuation requirement and Section 5.7(1)(a) of MI
61-101 for an exemption from the minority shareholder approval
requirement of MI 61-101, as the fair market value of the
transaction does not exceed 25% of the Company’s market
capitalization.
Early Warning Report
Javier Reyes (the “Acquiror”)
of Mexico City, Mexico, acquired of an aggregate of 1,214,400 Units
of the Company pursuant to the Private Placement, of which
1,161,600 Units are held by Credipresto SA de CV SOFOM E.N.R.
(“Credipresto”), a company controlled by the
Acquiror, and 52,800 Units are held by Antares Capital Management,
a company controlled by the Acquiror. The 1,214,400 Units were
acquired at a price of $0.25 per Unit for a total purchase price of
$303,600.
Immediately prior to the foregoing acquisition,
the Acquiror held 25,537,134 common shares of the Company
representing approximately 22.44% of the issued and outstanding
shares of the Company on an undiluted basis, of which 1,666,667
common shares are owned directly, 22,778,135 common shares are
owned by Credipresto, and 1,092,332 common shares are owned by
Antares Capital Fund, Ltd., a company controlled by the Acquiror.
In addition, the Acquiror held 3,494,623 Warrants, 1,316,667 stock
options and 50,000 restricted share units. If the Acquiror had
exercised all of his Warrants, stock options and restricted share
units, he would then have owned and/or controlled a total of
144,221,007 common shares of the Company representing approximately
21.08% of the issued and outstanding common shares of the Company
on a partially diluted basis, assuming that no other common shares
of the Company have been issued.
As a result of the foregoing acquisition, the
Acquiror owns and/or controls a total of 26,751,434 common shares
of the Company representing 23.50% of the issued and outstanding
shares on an undiluted basis, of which 1,666,667 common shares are
owned directly, 23,939,735 common shares are owned by Credipresto,
1,092,332 common shares are owned by Antares Capital Fund, Ltd., a
company controlled by the Acquiror, and 52,800 common shares are
held by Antares Capital Management, a company controlled by the
Acquiror. In addition, the Acquiror owns and/or controls 4,101,773
Warrants, 1,316,667 stock options and 50,000 restricted share
units. If the Acquiror were to exercise all of his Warrants, stock
options and restricted share units, he would then own and/or
control a total of 146,042,457 common shares of the Company
representing approximately 22.06% of the issued and outstanding
common shares of the Company on a partially diluted basis, assuming
that no other common shares of the Company have been issued.
The securities acquired by the Acquiror will be
held for investment purposes. The Acquiror may, depending on market
and other conditions, increase or decrease its beneficial ownership
of the Issuer’s securities, whether in the open market, by
privately negotiated agreements or otherwise, subject to a number
of factors, including general market conditions and other available
investment and business opportunities.
The disclosure respecting the Acquiror’s
shareholdings contained in this press release is made pursuant to
Multilateral Instrument 62-104 and a report respecting the above
acquisition will be filed with the applicable securities
commissions using the Canadian System for Electronic Document
Analysis and Retrieval (SEDAR) and will be available for viewing at
www.sedar.com.
About Candelaria Mining
Candelaria Mining is a Canadian-based gold
development and exploration company with a portfolio of highly
prospective projects in Mexico, one of the world’s best mining
jurisdictions. Candelaria’s 100% owned Caballo Blanco Project hosts
an Indicated Resource of 521,000 ounces of gold and 2,170,000
ounces of silver (31,220,000 tonnes grading 0.52 g/t gold and 2.16
g/t silver) and an Inferred Resource of 95,000 ounces of gold and
590,000 of ounces of silver (8,630,000 tonnes grading 0.34 g/t gold
and 2.14 g/t silver). Potential exists to increase these estimated
resources through continued drilling and exploration. Candelaria
also holds the Pinos Gold Project which hosts a Measured Resource
of 4,444 ounces of gold and 228,892 ounces of silver (85,847 tonnes
grading 1.6 g/t gold and 82.9 g/t silver), an Indicated Resource of
20,586 ounces of gold and 267,745 of ounces of silver (175,697
tonnes grading 3.6 g/t gold and 47.4 g/t silver) and an Inferred
Resource of 60,657 ounces of gold and 811,082 of ounces of silver
(529,267 tonnes grading 3.6 g/t gold and 47.4 g/t silver). For more
information on resource estimates, please see the technical reports
prepared pursuant to NI 43-101 which are available on the Company’s
website at www.candelariamining.com.
ON BEHALF OF THE BOARD,
Curtis TurnerChief Executive Officer
For further information, please contact:
Investor RelationsEmail: info@candelariamining.comPhone:
604-349-5992
This press release shall not constitute an offer
to sell or solicitation of an offer to buy the securities in any
jurisdiction. The securities will not be and have not been
registered under the United States Securities Act of 1933 and may
not be offered or sold in the United States absent registration or
applicable exemption from the registration requirements.
Cautionary Note Regarding
Forward-looking Statements: This press release contains
certain “forward-looking statements” and “forward-looking
information” under applicable Canadian securities laws concerning
the business, operations and financial performance and condition of
Candelaria Mining Corp. (“Candelaria” or “Candelaria Mining”).
Forward-looking statements and forward-looking information include,
but are not limited to, statements with respect to estimation of
mineral resources at mineral projects of Candelaria;
Forward-looking statements are based on the opinions and estimates
as at the date the statements are made, and are based on a number
of assumptions and subject to a variety of risks and uncertainties
and other factors that could cause actual events or results to
differ materially from those projected in the forward-looking
statements. Many of these assumptions are based on factors and
events that are not within the control of Candelaria and there is
no assurance they will prove to be correct. Factors that could
cause actual results to vary materially from results anticipated by
such forward-looking statements include variations in metal grades,
changes in market conditions, variations in recovery rates, risks
relating to international operations, fluctuating metal prices and
currency exchange rates, changes in project parameters, the
possibility of project cost overruns or unanticipated costs and
expenses, labor disputes and other risks of the mining industry,
failure of plant, equipment or processes to operate as
anticipated.
Neither the 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.
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