/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S.
WIRE SERVICES/
VANCOUVER, BC, Oct. 28,
2022 /CNW/ - Zacapa Resources Ltd. (TSXV:
ZACA) (OTCQB: ZACAF) (DE:
BH0) ("Zacapa") announces that the non-brokered
private placement (the "Offering") for the sale of 9,614,257
units (the "Units") at a price of C$0.15 per Unit for gross proceeds of
approximately $1.4 million has now
closed. Each Unit is comprised of one common share (each, a
"Unit Share") and one common share purchase warrant (each, a
"Warrant"). Each Warrant entitles the holder thereof to
purchase one common share (each, a "Warrant Share") at a
price of C$0.22 for a period of 36
months expiring October 28, 2025.
Certain directors of Zacapa subscribed for Units in the
Offering. The subscription of Units to insiders pursuant to the
Offering is considered a related party transaction for purposes of
Multilateral Instrument 61-101 – Protection of Minority
Shareholders in Special Transactions ("MI 61-101").
Zacapa relied on exemptions from the formal valuation and minority
shareholder approval requirements provided under sections 5.5(a)
and 5.7(a) of MI 61-101 in respect of such insider participation,
based on the determination that fair market value of the
participation in the Offering by insiders did not exceed 25% of the
market capitalization of Zacapa, as determined in accordance with
MI 61-101.
The net proceeds from the sale of Units will be used for
exploration of Zacapa's projects, including the South Bullfrog gold
project in Beatty, Nevada and for
general corporate purposes. Finder's fees of 6% cash and 6%
finder's warrants are payable on a portion of the Offering in
accordance with the policies of the TSX Venture Exchange. Finder's
warrants are exercisable at a price of C$0.22 and will expire on October 28, 2025. The Unit Shares, Warrant Shares
and any common shares that are issuable from any finder's warrants
will be subject to a hold period of four months and one day
expiring March 1, 2023 in accordance
with applicable securities laws.
None of the securities sold in connection with the Offering will
be registered under the United States Securities Act of 1933, as
amended, and no such securities may be offered or sold in the
United States absent registration or an applicable exemption
from the registration requirements. This news release shall not
constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of the securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful.
About Zacapa
Resources
Zacapa is a mineral exploration company engaged in responsible
exploration for the new energy economy. Its projects are
concentrated in world class jurisdictions in the southwest U.S.,
including Arizona, Nevada, and Idaho. The portfolio includes porphyry copper
projects at Red Top and Pearl and epithermal gold projects at South
Bullfrog and Miller Mountain. These
assets are being advanced by a highly disciplined and seasoned
professional team with successful track records of discovery,
resource development and mine permitting.
For more information, please visit www.zacaparesources.com. All
documents are available on Zacapa's profile page on SEDAR at
www.sedar.com.
On behalf of the Board of Directors,
"Adam Melnik"
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. Certain information set forth in this
news release may contain forward-looking statements that involve
substantial known and unknown risks and uncertainties. All
statements within, other than statements of historical fact, are to
be considered forward looking. Although Zacapa believes the
expectations expressed in such forward-looking statements are based
on reasonable assumptions, such statements are not guarantees of
future performance and actual results or developments may differ
materially from those in forward-looking statements. Zacapa
cautions that all forward-looking statements are inherently
uncertain, and that actual performance may be affected by a number
of material factors, many of which are beyond Zacapa's control.
Accordingly, actual and future events, conditions and results may
differ materially from the estimates, beliefs, intentions and
expectations expressed or implied in the forward-looking
information. Readers are advised to rely on their own evaluation of
such uncertainties. Except as required under applicable securities
legislation, Zacapa undertakes no obligation to publicly update or
revise forward-looking information.
SOURCE Zacapa Resources