(TheNewswire)
Calgary, Alberta – TheNewswire - June 15, 2022 – Tocvan Ventures Corp. (the “ Company ”) (CSE:TOC ) ; ( OTC:TCVNF ) ; ( WKN:TV3/A2PE64), is pleased to announceit has executed a binding term sheet in connection with a proposedfinancing for $5,125,000.00 (CAD) (the “ Proposed Financing ”) with an institutional investor, the terms of which willbe announced once all due diligence has been completed, which isexpected by June 30, 2022. The Company has agreed to pay a refundabledue diligence deposit of $75,000 (CAD) (the “ Deposit Shares ”)via the issuance of 81,522 common shares of the Company at a deemedissue price of $0.92 per common share.
The Deposit Shares, and the securities to be issuedpursuant to the Proposed Financing, will distributed to aninstitutional investor in the United Kingdom pursuant to OntarioSecurities Commission Rule 72-503 – Distributions OutsideCanada and, as such, will not be subjectto a statutory hold period in accordance with applicable securitieslaws.
“Over the last year it has beenour goal to align with an institutional investor that sees thepotential of our Sonora projects and wants to be part of our nextstage of growth,” commented Brodie Sutherland,CEO . “An investment of thissize will ensure we can actively drill and advance both our projectsfor the next two-years and beyond. This is a big endorsement of ourteam and the hard work they have put in. Having an investment partnerwith a passion for mining and a track record of success is criticalfor our continued growth. We look forward to continuing our drillcampaign at Pilar and moving Picacho towards a maiden drillprogram.”
Closing of Private Placement
The Company is also pleased to announce it has closed anon-brokered private placement of 243,500 units (the “ Units ”) at CAD$0.82 per Unit, for gross proceeds of $199,670 (CAD) (the“ Offering ”). Each Unit is comprised of one common share of theCompany (a “ Share ”) and one common share purchasewarrant (a “ Warrant ”). Each Warrant will entitle theholder to acquire one additional Share in the capital of the Companyat a price of CAD $1.40 for a period of 24 months from the date theUnits are issued, subject to the accelerated expiry provisiondescribed in the notes below.
If, on any 10 consecutive trading days occurring afterfour months and one day has elapsed following the closing date of the Offering, theclosing sales price of the Shares (or the closing bid, if no saleswere reported on a trading day) as quoted on the Canadian Securities Exchange (“ Exchange ”) is greater than CAD $1.65 perCommon Share, the Company may provide notice in writing to the holdersof the Warrants by issuance of a press release that the expiry date ofthe Warrants will be accelerated to the 30 th day after thedate on which the Company issues such press release.
Closing of the Offering is subject to severalconditions, including receipt of all necessary corporate andregulatory approvals, including the Exchange. All securities issued inconnection with the Offering will be subject to a statutory holdperiod of four months plus a day from the date of issuance inaccordance with applicable securities legislation in Canada.
The proceeds from the Offering will go towards drillingat the Pilar Au-Ag project in Sonora, Mexico, payment of finder’sfees under the Offering, and for general working capital purposes.
The Company has also agreed to issue 54,878 commonshares at a deemed issue price of $0.82 to an arm’s lengthconsultant to settle an account for $45,000 for services rendered tothe Company by the consultant. The common sharesissued in connection with the debt settlement will be subject to astatutory hold period of four months plus a day from the date ofissuance, in accordance with applicable securities legislation inCanada.
About Tocvan VenturesCorp .
Tocvan is a well-structured exploration developmentcompany. Tocvan was created in order to take advantage of theprolonged downturn the junior mining exploration sector, byidentifying and negotiating interest in opportunities where managementfeels they can build upon previous success. Tocvan has approximately32 million shares outstanding and is earning 100% into two excitingopportunities in Sonora, Mexico: the Pilar Gold-Silver project and theEl Picacho Gold-Silver project. Management feels both projectsrepresent tremendous opportunity to create shareholder value.
Cautionary Statement RegardingForward Looking Statements
This news release contains“forward-looking information” which may include, but is notlimited to, statements with respect to the activities, events ordevelopments that the Company expects or anticipates will or may occurin the future. Forward-looking information in this news releaseincludes statements regarding the use of proceeds from the Offering.Such forward-looking information is often, but not always, identified by the use of wordsand phrases such as “plans”, “expects”, “is expected”,“budget”, “scheduled”, “estimates”, “forecasts”,“intends”, “anticipates”, or “believes” or variations(including negative variations) of such words and phrases, or statethat certain actions, events or results “may”, “could”,“would”, “might” or “will” be taken, occur or be achieved.
These forward-looking statements,and any assumptions upon which they are based, are made in good faithand reflect our current judgment regarding the direction of ourbusiness. 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 differentfrom any future results, performance or achievements expressed orimplied by the forward-looking information. Such factors include,among others, risks related to the speculative nature of theCompany’s business, the Company’s formative stage of developmentand the Company’s financial position. Forward-looking statementscontained herein are made as of the date of this news release and theCompany disclaims any obligation to update any forward-lookingstatements, whether as a result of new information, future events orresults, except as may be required by applicable securities laws.There is no certainty that the Proposed Financing will be completed.
There can be no assurance thatforward-looking information will prove to be accurate, as actualresults and future events could differ materially from thoseanticipated in such statements. Accordingly, readers should not placeundue reliance on forward-looking information.
For more information, please contact:
TOCVAN VENTURES CORP.
Brodie A. Sutherland, CEO
820-1130 West Pender St.
Vancouver, BC V6E 4A4
Telephone: 1 888 772 2452
This news release does notconstitute an offer to sell or a solicitation of an offer to sell anyof the securities in the United States. The securities have not beenand will not be registered under the United States Securities Act of1933, as amended (the "U.S. Securities Act") or any statesecurities laws and may not be offered or sold within the UnitedStates or to U.S. Persons unless registered under the U.S. SecuritiesAct and applicable state securities laws or an exemption from suchregistration is available.
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