Josemaria Resources Inc. (TSX: JOSE) (OMX: JOSE)
(“Josemaria Resources,” “Josemaria,” or the “Company”) has
announced today that it has entered into an agreement with a
syndicate of underwriters led by BMO Capital Markets (the
“Underwriters”), under which the Underwriters have agreed to buy on
bought deal basis 15,000,000 common shares (the “Common
Shares”), at a price of C$0.67 per Common Share for gross proceeds
of approximately C$10 million (the “Public Offering”). The Company
has granted the Underwriters an option, exercisable at the offering
price for a period of 30 days following the closing of the Public
Offering, to purchase up to an additional 15% of the Offering to
cover over-allotments, if any.
The Company is also pleased to announce that it
has agreed to a concurrent private placement of approximately C$15
million on the same terms as the Public Offering (the “Private
Placement”) to a Lundin Family related trust, and to certain other
investors on a private placement basis. Any common shares issued
pursuant to the Private Placement will be subject to a statutory
hold period in Canada for a period of 4 months and one day. Finders
fees of up to 5% may be payable on sales made pursuant to the
Private Placement, other than with respect to sales made to the
Lundin Family related trust. The minimum subscription and
allocation per participant in the Private Placement is a number of
Common Shares corresponding to no less than the equivalent of EUR
100,000. The application period for participation in the Private
Placement is expected to be from July 28, 2020 to August 14, 2020.
The Private Placement is also expected to close on or about August
18, 2020.
The net proceeds of the Public Offering and
Private Placement will be used for advancement of the feasibility
study, environmental and social impact assessment, basic
engineering, repayment of certain outstanding debentures of the
Company and general corporate purposes.
In respect of the Public Offering, Common Shares
will be offered by way of a short form prospectus in all of the
provinces and territories of Canada, other than Quebec. The Public
Offering and Private Placement is expected to close on or about
August 18, 2020 and is subject to Josemaria receiving all necessary
regulatory approvals.
This news release is not a prospectus
under Regulation (EU) 2017/1129 (the “EU Prospectus Regulation”).
The Company has not authorized any offer of securities to the
public (as defined in the EU Prospectus Regulation) in any EEA
member state and no such prospectus has been or will be prepared in
connection with the Public Offering or Private
Placement.
This news release does not constitute an offer
to sell or a solicitation of an offer to sell any of securities in
the United States. The securities 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 state securities laws
and may not be offered or sold within the United States unless
registered under the U.S. Securities Act and applicable state
securities laws or an exemption from such registration is
available.
The issuance of Common Shares to Zebra Holdings
and Investments S.à.r.l and Lorito Holdings S.à.r.l, entities owned
by the Lundin Family trust, will constitute a “related party
transaction”, as defined under Multilateral Instrument 61-101 (“MI
61-101”) as such entities are insiders of the Company. The
transactions will be exempt from the formal valuation and minority
shareholder approval requirements of MI 61-101 as neither the fair
market value of any Common Shares issued to nor the consideration
paid by such persons would exceed 25% of the Company's market
capitalization.
ABOUT JOSEMARIA:
Josemaria Resources Inc. is a Canadian natural
resources company focused on advancing the development of its
wholly-owned Josemaria copper-gold project in San Juan Province,
Argentina. The Company is a reporting issuer in the Provinces
of British Columbia, Alberta, Ontario and Quebec and its corporate
head office is in Vancouver, B.C. The Company's shares are listed
on the TSX and on Nasdaq Stockholm under the trading symbol
"JOSE".
On behalf of Josemaria Resources,
Adam Lundin,President and CEO
ADDITIONAL INFORMATION:
This is information that the Company is obliged
to make public pursuant to the EU Market Abuse Regulation. The
information was submitted for publication, through the agency of
the contact persons set out below on July 28, 2020 at 3:40 pm
Eastern Time.
For further information, please contact:
Amanda Strong, Investor Relations, Canada+1 604
808 9887 or amandas@namdo.com
Robert Eriksson, Investor Relations, Sweden+46
701 112 615; or reriksson@rive6.ch
CAUTION REGARDING FORWARD-LOOKING INFORMATION AND
STATEMENTS:
Certain statements made and information
contained herein in the news release constitutes "forward-looking
information" and "forward-looking statements" within the meaning of
applicable Canadian, United States or other securities legislation
(collectively, "forward-looking information"). The forward-looking
information contained in this news release is based on information
available to the Company as of the date of this news release.
Except as required under applicable securities legislation, the
Company does not intend, and does not assume any obligation, to
update this forward-looking information. Generally, this
forward-looking information can frequently, but not always, be
identified by 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 statements that certain actions, events, conditions
or results "will", "may", "could", "would", "might" or "will be
taken", "occur" or "be achieved" or the negative connotations
thereof. All statements other than statements of historical fact
may be forward-looking information.
Forward-looking information contained in this
news release includes statements regarding the anticipated use of
proceeds from the Public Offering and the Private Placement, the
anticipated timing of the Public Offering and the Private
Placement, and the anticipated timing for obtaining requisite
regulatory (including TSX) approvals.
Forward-looking information is necessarily based
on estimates and assumptions that are inherently subject to known
and unknown risks, uncertainties and other factors that may cause
the actual results, level of activity, performance or achievements
of the Company to be materially different from those expressed or
implied by such forward-looking information, including but not
limited to: risks and uncertainties relating to, among other
things, the COVID-19 pandemic and its effect on the global economy
and global markets and its impact on the Company's operations in
Canada and Argentina, and other inherent uncertainties regarding
cost estimates, changes in commodity prices, currency fluctuation,
financing, unanticipated resource grades, infrastructure, results
of exploration activities, cost overruns, availability of materials
and equipment, timeliness of government approvals, taxation,
political risk and related economic risk and unanticipated
environmental impact on operations, as well as other risks
uncertainties and other factors, including, without limitation,
those referred to in the "Risk Factors" section, and elsewhere, in
the Company's most recent Annual Information Form and the Company's
most recent Management Discussion and Analysis, which may cause the
actual results, level of activity, performance or achievements of
the Company to be materially different from those expressed or
implied by such forward-looking information.
The Company believes that the expectations
reflected in the forward-looking information included in this news
release are reasonable but no assurance can be given that these
expectations will prove to be correct and such forward-looking
information should not be unduly relied upon.
The forward-looking information contained in
this news release is made as at the date of this news release and
the Company does not undertake any obligations to publicly update
and/or revise any of the included forward-looking information,
whether as a result of additional information, future events and/or
otherwise, except as may be required by applicable securities laws.
Forward-looking information is provided for the purpose of
providing information about management's current expectations and
plans and allowing investors and others to get a better
understanding of the Company's operating environment.
Forward-looking information is based on certain assumptions that
the Company believes are reasonable, including that the current
price of and demand for commodities will be sustained or will
improve, the supply of commodities will remain stable, that the
general business and economic conditions will not change in a
material adverse manner, that financing will be available if and
when needed on reasonable terms and that the Company will not
experience any material disruption or labour dispute, accident, or
failure of plant or equipment. These factors are not, and should
not be construed as being, exhaustive. Although the Company has
attempted to identify important factors that would 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 statements will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. All of the forward-looking
information contained in this news release is qualified by these
cautionary statements. Readers are cautioned not to place undue
reliance on forward-looking information due to the inherent
uncertainty thereof.
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