VANCOUVER, May 14, 2020 /CNW/ - KORE Mining Ltd. (TSXV: KORE
| OTCQB: KOREF) ("KORE" or the "Company") is pleased
to announce the closing of the $3,000,000 non-brokered private placement
consisting of 6,666,666 shares at a price of $0.45 per share (the "Private Placement"),
announced on May 8, 2020. With
the completion of this financing, KORE is well funded to
aggressively explore its advanced stage and district scale
opportunities, while continuing to advance the Imperial project
permitting.
Exploration Conference Call and Webcast
KORE would
also like to announce it will host an exploration focused webinar
for investors to learn more about KORE's exploration
opportunities. KORE has an array of exploration opportunities
across four gold projects which are all 100% owned and located in
safe and stable jurisdictions. We hope you can join us to
learn more about this exciting value driver for KORE.
Click here to register for the webcast or see below for
details:
Date:
|
Wednesday, May 20,
2020
|
Time:
|
1:00 pm Eastern Time
(10:00 am Pacific Time)
|
Dial in:
|
1-877-208-1395 (toll
free North America) | +1
778-560-2724 (International)
|
Webcast:
|
https://onlinexperiences.com/Launch/QReg/ShowUUID=34EB3778-F3BD-4E81-A4DA-09A7F8B8DBAD
|
|
|
The conference call
replay will be available on KORE's website
at https://www.koremining.com/events-conferences
|
Details of Private Placement
Mr. Eric Sprott, through 2176423
Ontario Ltd., a corporation beneficially controlled by him, and
Macquarie Bank Ltd. ("Macquarie") subscribed for the entirety of
the Private Placement; where Mr. Sprott and Macquarie subscribed
for 4,444,444 shares and 2,222,222 shares for total consideration
of $2,000,000 and $1,000,000 respectively. Upon completion of this
financing, Mr. Sprott now holds 15.3% (being a total of 14,694,000
beneficially held) and Macquarie holds 8.5% of the Company's issued
and outstanding share capital on a non-diluted basis. There
were no warrants associated with the Private Placement. Prior
to the Private Placement, Mr. Sprott beneficially owned or
controlled 10,250,000 shares of the Company.
Mr. Sprott has a long-term view of the investment and may
acquire additional securities of the Company including on the open
market or through private acquisitions or sell securities of the
Company including on the open market or through private
dispositions in the future depending on market conditions,
reformulation of plans and/or other relevant factors.
Mr. Sprott acquired the common shares for investment purposes. A
copy of 2176423 Ontario Ltd.'s early warning report will appear on
the Company's profile on SEDAR and may also be obtained by calling
(416) 945-3294 (200 Bay Street, Suite 2600, Royal Bank Plaza,
South Tower, Toronto, Ontario M5J
2J1). All securities to be issued pursuant to the
Private Placement are subject to a four month hold period that will
expire on September 15, 2020.
The private placement constitutes a "related party transaction"
for the purposes of TSXV Policy 5.9 and Multilateral Instrument
61-101 Protection of Minority Securityholders ("MI
61-101"). Mr. Sprott is a "related party" of the Company under
MI 61-101 by virtue of his existing level of indirect share
ownership. The Company is relying on the exemptions from the
formal valuation requirement set out in section 5.5(c) and the
minority approval requirement set out in section 5.7(1)(b) of MI
61-101 on the basis the private placement is a distribution of the
Company's securities for cash consideration, and neither the
Company, nor to the knowledge of the Company after reasonable
inquiry, Mr. Sprott had knowledge of any material information
concerning the Company or the securities of the Company that was
not generally disclosed at the time at which the private placement
was agreed between the parties, and neither the fair market value
of the securities to be distributed to Mr. Sprott nor the
consideration received by the Company for those securities from Mr.
Sprott exceeds $2,500,000. The Company considers the
abridgement of the 21 day period contemplated by MI 61-101
regarding the issue of this news release and completion of the
private placement to be reasonable and necessary in light of the
need to obtain financing from the parties participating in the
private placement on a timely basis.
KORE has paid a finders fee to PI Financial in the amount of
$100,000 in connection with the
Private Placement.
KORE Appoints Kin Communication
Further to the
Company's press release dated April 29,
2020, in April 2020, the
Company engaged Kin Communications Inc. ("Kin") to assist with
investor relations activities, including communicating with and
marketing to, potential investors, shareholders and media contacts
for a period of twelve months. Kin, which is owned by
President & CEO Arlen Hansen,
has no direct relationship with the Company, other than as
contemplated in this agreement.
About KORE
KORE is 100% owner of a portfolio of
advanced gold exploration and development assets in California and British Columbia. KORE is
supported by strategic investors Eric
Sprott and Macquarie who, together with the management and
Board own 65% of the basic shares outstanding. Further
information on KORE and its assets can be found on the Company's
website at www.koremining.com and at www.sedar.com, or by
contacting us as info@koremining.com or by telephone at (888)
407-5450.
On behalf of KORE Mining Ltd
"Scott
Trebilcock"
Chief Executive Officer
(888) 407-5450
The securities to be issued under 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") and may not
be offered or sold in the United
States absent registration or an applicable exemption from
the registration requirements of the U.S. Securities Act. This news
release does not constitute an offer to sell or a solicitation of
an offer to buy any of KORE's securities in the United States.
Neither the 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.
Cautionary Statement Regarding Adjacent Properties and
Forward-Looking Information
This news release contains
forward-looking statements relating to the future operations of the
Company and other statements that are not historical facts.
Forward-looking statements are often identified by terms such as
"will", "may", "should", "anticipate", "expects" and similar
expressions. All statements other than statements of historical
fact, included in this release, including, without limitation,
statements regarding the future plans and objectives of the Company
are forward-looking statements. Such forward-looking
statements, and any assumptions upon which they are based, are made
in good faith and reflect our current judgment regarding the
direction of our business. Management believes that these
assumptions are reasonable. Forward looking information involves
known and unknown risks, uncertainties and other factors which may
cause the actual results, performance or achievements of the
Company to be materially different from any future results,
performance or achievements expressed or implied by the
forward-looking information. For further information on the
Company's Imperial Project, please see the Company's NI 43-101
Technical Report dated December 30,
2019, entitled "Technical Report for the Imperial Gold
Project, California, USA" filed on
the Company's website and also available under the Company's issuer
profile on www.sedar.com.
Such factors include, among others: risks related to
exploration and development activities at the Company's projects,
and factors relating to whether or not mineralization extraction
will be commercially viable; risks related to mining
operations and the hazards and risks normally encountered in the
exploration, development and production of minerals, uncertainties
regarding estimating mineral resources, which estimates may require
revision (either up or down) based on actual production experience;
risks relating to fluctuating metals prices and the ability to
operate the Company's projects at a profit in the event of
declining metals prices and the need to reassess feasibility of a
particular project that estimated resources will be recovered or
that they will be recovered at the rates estimated; risks related
to title to the Company's properties, the ability of the Company to
access necessary resources, access to suitable infrastructure, such
as roads, energy and water supplies in the vicinity of the
Company's properties; and risks related to the stage of the
Company's development, risks regarding the ability of the
Company and its management to manage growth; and potential
conflicts of interest.
In addition to the above summary, additional risks and
uncertainties are described in the "Risks" section of the Company's
management discussion and analysis for the year ended December 31, 2019 prepared as of April 27, 2020 available under the Company's
issuer profile on www.sedar.com.
Forward-looking statements contained herein are made as of
the date of this news release and the Company disclaims any
obligation to update any forward-looking statements, whether as a
result of new information, future events or results, except as may
be required by applicable securities laws. There can be no
assurance that forward-looking 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.
There is no certainty that all or any part of the mineral
resource will be converted into mineral reserve. It is uncertain if
further exploration will allow improving the classification of the
Indicated or Inferred mineral resource. Mineral resources are
not mineral reserves and do not have demonstrated economic
viability.
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SOURCE Kore Mining