/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED
STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY
CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS/
VANCOUVER, BC, June 29, 2020 /CNW/ - KORE Mining Ltd. (TSXV:
KORE) (OTCQB: KOREF) ("KORE" or the "Company") is
pleased to announce it intends to complete a non-brokered private
placement to raise gross proceeds of up to $7,500,000 consisting of 6,000,000 subscription
receipts at a price of $1.00 per unit
("Non-FT Units") and 1,000,000 subscription receipts for
flow through units at $1.50 ("FT
Units") (collectively the "Private Placement"), subject
to the approval of the TSX Venture Exchange and required
shareholder approval.
The Non-FT Units are being fully subscribed and invested into by
Mr. Eric Sprott, through 2176423
Ontario Ltd., a corporation beneficially controlled by him.
Assuming full conversion of the entirety of the subscription
receipts in the Private Placement, Mr. Sprott's ownership will be
approximately 22.53% on a non-diluted basis.
Mr. Eric Sprott commented, "I
believe KORE is extremely under-valued and have positioned myself
as their largest shareholder with over $12
million invested over the last ten months. KORE owns
100% of three district scale exploration opportunities, all with
shallow high-quality drill targets. Add to that the Imperial
PEA and the resources in the ground to back-stop value, KORE is
setup to deliver out-sized returns."
Scott Trebilcock, President and
CEO stated, "Mr. Sprott is a cornerstone investor in KORE and
supports our vision to deliver value through exploration and
development. KORE will use the new capital to aggressively
pursue our highest priority drill targets and accelerate Imperial
into permitting."
Proceeds from the Private Placement will be placed in escrow on
the closing, to be released to KORE on the receipt of all necessary
shareholder and regulatory approvals (the "Approvals") to
the creation of a new "Control Person" (as defined in the policies
of the TSX Venture Exchange). On conversion, each subscription
receipt will automatically convert into one Non-FT Unit and FT
Unit, for no additional consideration. In the event that the
Approvals are not obtained by October 31,
2020, each Subscription Receipt will be cancelled, and the
subscription funds will be returned. Mr. Sprott currently
owns 16,318,444 common shares of KORE, representing 16.91% of the
issued common shares on a non-diluted and on a fully diluted basis
and is not a specified person in relation to KORE within the
meaning of the Income Tax Act (Canada). The Private Placement, if converted
and subject to the Approvals, will result in Mr. Sprott becoming a
"control person" and will bring the balance of his interest in the
Company to approximately 22.53% on a non-diluted basis and 25.07%
on a partially diluted basis, assuming the full exercise of Mr.
Sprott's Warrants.
Each Non-FT Unit will be comprised of one common share of the
Company (a "Common Share") and one-half of one Common Share
purchase warrant (each whole warrant, a "Warrant"). Each FT
Unit will be comprised of one flow through common share of the
Company and one-half of one Warrant. Each Warrant shall be
exercisable to acquire one Common Share (a "Warrant Share")
at a price of $1.50 per Warrant Share
for a period of 24 months from the closing of the Private
Placement.
Net proceeds of the Private Placement are expected to advance
KORE's 100% owned gold portfolio including Imperial (California), FG Gold (BC) and Long Valley (California) as well as for general corporate
and working capital purposes.
The gross proceeds from the sale of the FT Shares will be used
for expenditures which qualify as "Canadian exploration expenses"
and "flow-through mining expenditures" both within the meaning of
the Income Tax Act (Canada).
The securities to be acquired by Mr. Sprott in the Private
Placement are for investment purposes only. 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
through the open market or through private dispositions, in the
future, depending on market conditions, reformation of plans,
and/or other relevant factors.
All securities to be issued pursuant to the Private Placement
will be subject to a four month hold period from the closing date
under applicable securities laws in Canada and among other things, receipt by KORE
of all necessary regulatory approvals, including the TSX Venture
Exchange and required shareholder approval.
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 currently own 66% 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, the successful closing of the Private Placement (including
the receipt of TSX Venture Exchange approval and obtaining the
required shareholder approval for the Private Placement) and the
final proceeds received, 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 report titled "Preliminary Economic
Assessment – Technical Report Imperial Gold Project" effective as
of April 6, 2020 and issued on
May 19, 2020, 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.
SOURCE Kore Mining