Emerita Resources Announces Closing of $3 Million Non-Brokered Private Placement
June 16 2023 - 6:00PM
Emerita Resources Corp. (“
Emerita” or the
“
Company”) (TSXV:EMO) announces that, further to
its news release of June 5, 2023, it has closed the non-brokered
private placement offering of units of the Company (the
“
Units”) pursuant to which the Company issued an
additional 7,500,000 Units at a price of $0.40 per Unit (the
“
Offering Price”) for aggregate gross proceeds of
$3,000,000 (the “
Offering”). Each Unit is
comprised of one common share in the capital of the Company
(“
Common Share”) and one-half of one Common Share
purchase warrant (each whole warrant, a
“
Warrant”). Each Warrant entitles the holder to
purchase one Common Share at an exercise price of $0.60 per Common
Share for a period of 36 months following the date hereof.
Securities issued under the Offering will carry a statutory hold
period of 4 months and one day from the date hereof.
The Company plans to use the net proceeds of the
Offering to continue the exploration and development work on its
Spanish base metals properties as well as general corporate working
capital purposes. In connection with the Offering, the Company paid
cash finder’s fees of $24,600 to eligible finders. The Offering
remains subject to final approval of the TSX Venture Exchange (the
“TSXV”).
Certain directors and officers of the Company
have subscribed for 2,650,000 Units in the Offering (the
“Insider Investment”). The Insider Investment
constitutes a related party transaction, as such term is defined
under the policies of the TSXV, and the Company has relied on
certain exemptions from the minority approval and formal valuation
requirements under Multilateral Instrument 61-101 – Protection
of Minority Security Holders in Special
Transactions (“MI 61-101”) as the fair market
value of the aggregate Insider Investment is below 25% of the
Company’s market capitalization for the purposes of Sections 5.5(a)
and 5.7(1)(a) of MI 61-101.
The securities issued pursuant to the Offering
have not been, and will not be, registered under the United States
Securities Act of 1933, as amended (the “U.S. Securities Act”), or
any U.S. state security laws, and may not be offered or sold in the
United States without registration under the U.S. Securities Act
and all applicable state securities laws or compliance with
requirements of an applicable exemption therefrom. This press
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 Emerita Resources
Corp.
Emerita is a natural resource company engaged in
the acquisition, exploration, and development of mineral properties
in Europe, with a primary focus on exploring in Spain. The
Company’s corporate office and technical team are based in Sevilla,
Spain with an administrative office in Toronto, Canada.
For further information, contact:
Ian Parkinson+1 647 910-2500
(Toronto)info@emeritaresources.comwww.emeritaresources.com
Cautionary Note Regarding
Forward-looking Information
This press release contains “forward-looking
information” within the meaning of applicable Canadian securities
legislation. Forward-looking information includes, without
limitation, statements regarding the Offering and the completion
thereof; the Company’s intended use of proceeds from the Offering;
the Insider Investment and the Company’s future plans. Generally,
forward-looking information can be identified by the use of
forward-looking terminology such as “plans”, “expects” or “does not
expect”, “is expected”, “budget”, “scheduled”, “estimates”,
“forecasts”, “intends”, “anticipates” or “does not anticipate”, or
“believes”, or variations of such words and phrases or state that
certain actions, events or results “may”, “could”, “would”, “might”
or “will be taken”, “occur” or “be achieved”. Forward- looking
information is subject to known and unknown risks, uncertainties
and other factors that may cause the actual results, level of
activity, performance or achievements of Emerita, as the case may
be, to be materially different from those expressed or implied by
such forward-looking information, including but not limited to:
general business, economic, competitive, geopolitical and social
uncertainties; the actual results of current exploration
activities; risks associated with operation in foreign
jurisdictions; ability to successfully integrate the purchased
properties; foreign operations risks; and other risks inherent in
the mining industry. Although Emerita has attempted to identify
important factors that could cause actual results to differ
materially from those contained in forward-looking information,
there may be other factors that cause results not to be as
anticipated, estimated or intended. There can be no assurance that
such information will prove to be accurate, as actual results and
future events could differ materially from those anticipated in
such statements. Accordingly, readers should not place undue
reliance on forward-looking information. Emerita does not undertake
to update any forward-looking information, except in accordance
with applicable securities laws.
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.
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