VLMZF - Volcanic Announces Upsize to Bought Deal Offering
(TheNewswire)
Vancouver, Canada - TheNewswire - September 29, 2020 -Volcanic Gold Mines Inc. (TSXV:VG), ("Volcanic" or the"Company") is pleasedto announce that it has amended the terms of its previously announcedoffering of units of the Company. Under the amended terms of theOffering (as defined below), Haywood Securities Inc., on behalf of asyndicate of underwriters including Canaccord Genuity Corp.(collectively, the " Underwriters "), have agreed to purchase, on a bought deal basis,10,910,000 units of the Company(the " Units "), at a price ofC$0.55 per Unit (the" OfferingPrice ") for gross proceedsto the Company of C$6,000,500 (the " Offering ").
Each Unit will consist of one commonshare in the capital of the Company (a " Common Share ") and one half of one Common Sharepurchase warrant (a " Warrant "). Each whole Warrant will entitle the holder thereof topurchase one Common Share (a " Warrant Share ") at a price of C$0.70 for a period of 18 months following theClosing Date (as defined below).
The Company will pay the Underwriters acash commission of 6.0% of the gross proceeds of the Offering, subjectto a reduced cash commission being payable on sales to certain membersof the president's list (the " Presidents List Sales ") and will issue to the Underwritersbroker warrants (the " Broker Warrants ") exercisable at any time prior to the date that is 24 monthsafter the Closing Date at a price of C$0.55 per Broker Warrant topurchase such number of units (the " Broker Units ") as is equal to 6% (reduced in thecase of President's List Sales) of the aggregate number of Unitsissued pursuant to the Offering, including on any proceeds realized onthe exercise of the Over-Allotment Option. Each Broker Unit will becomprised of one Common Share (each, a " Broker Share ") and one-half of one Common Sharepurchase warrant (each whole common share purchase warrant, an" Underlying Broker Warrant ").
In addition, Silvercorp Metals Inc. may exercise its rightto maintain their 19.9% pro rata interest in the outstanding shares ofthe Company by purchasing in a concurrent private placement, Units atthe Offering Price which will increase the gross proceeds to theCompany.
The Underwriters have been granted anoption (the " Over-Allotment Option "), exercisable in whole or in part, atany time within 48 hours prior to the Closing Date (as definedherein), to purchase from the Company up to an additional 15% of theUnits offered under the Offering.
The Offering is expected to close on orabout October 20, 2020, or such other date as may be agreed by theUnderwriters and the Company (the " Closing Date "), and is subject to the Companyreceiving all necessary regulatory approvals, including the approvalof the TSX Venture Exchange (the " TSX-V ") and applicable securities regulatoryauthorities. The Units and Broker Warrants will be offered by way of ashort form prospectus in each of the provinces of British Columbia,Alberta, Saskatchewan and Ontario.
The Company plans to use the netproceeds from the Offering for the exploration and advancement of theCompany's principal assets in Guatemala and for general corporatepurposes.
The securities to be offered pursuantto the Offering have not been, and will not be, registered under theU.S. Securities Act of 1933, as amended (the " U.S. SecuritiesAct ") or any U.S. statesecurities laws, and may not be offered or sold in the United Statesor to, or for the account or benefit of, United States persons absentregistration or any applicable exemption from the registrationrequirements of the U.S. Securities Act and applicable U.S. statesecurities laws. This news release shall not constitute an offer tosell or the solicitation of an offer to buy securities in the UnitedStates, nor shall there be any sale of these securities in anyjurisdiction in which such offer, solicitation or sale would beunlawful.
Volcanic brings together an experiencedand successful mining, exploration and capital markets team focused onbuilding multi-million ounce gold and silver resources inunderexplored countries. Through the strategic acquisition of mineralproperties with demonstrated potential for hosting gold and silverresources, and by undertaking effective exploration and drillprograms, Volcanic intends to become a leading gold-silver company.For further information, visit our website at www.volgold.com .
Volcanic Gold Mines Inc.
Simon Ridgway, Director
Neither the TSX-Vnor the Investment Industry Regulatory Organization of Canada acceptsresponsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward LookingStatements
Certain statementscontained in this news release constitute forward-looking statementswithin the meaning of Canadian securities legislation. All statementsincluded herein, other than statements of historical fact, areforward-looking statements and include, without limitation, statementsabout the Company's current expectations on future exploration plans,the expected use of proceeds of the Offering and the anticipatedclosing date of the Offering. Often, but not always, these forwardlooking statements can be identified by the use of words such as"estimate", "estimates", "estimated","potential", "open", "future","assumed", "projected", "used","detailed", "has been", "gain","upgraded", "offset", "limited","contained", "reflecting", "containing","remaining", "to be", "periodically", orstatements that events, "could" or "should" occuror be achieved and similar expressions, including negative variations.
Forward-lookingstatements involve known and unknown risks, uncertainties and otherfactors which may cause the actual results, performance orachievements of the Company to be materially different from anyresults, performance or achievements expressed or implied byforward-looking statements. Such uncertainties and factors include,among others, whether exploration on the Company's principal assets inGuatemala will proceed as planned; the failure of the Company toobtain all necessary regulatory and third party approvals (includingapproval from the TSX-V) for the Offering; changes in general economicconditions and financial markets; the Company or any joint venturepartner not having the financial ability to meet its exploration anddevelopment goals; risks associated with the results of explorationand development activities, estimation of mineral resources and thegeology, grade and continuity of mineral deposits; unanticipated costsand expenses; risks associated with COVID-19 including adverse impactson the world economy, exploration efforts and the availability ofpersonnel; and such other risks detailed from time to time in theCompany's quarterly and annual filings with securities regulators andavailable under the Company's profile on SEDAR at www.sedar.com.Although the Company has attempted to identify important factors thatcould cause actual actions, events or results to differ materiallyfrom those described in forward-looking statements, there may be otherfactors that cause actions, events or results to differ from thoseanticipated, estimated or intended.
Forward-lookingstatements contained herein are based on the assumptions, beliefs,expectations and opinions of management, including but not limited to:that the Offering will be completed as planned; that the Company'sstated goals and planned exploration and development activities willbe achieved; that there will be no material adverse change affectingthe Company or its properties; and such other assumptions as set outherein. Forward-looking statements are made as of the date hereof andthe Company disclaims any obligation to update any forward-lookingstatements, whether as a result of new information, future events orresults or otherwise, except as required by law. There can be noassurance that forward-looking statements will prove to be accurate,as actual results and future events could differ materially from thoseanticipated in such statements. Accordingly, investors should notplace undue reliance on forward-looking statements.
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