(TheNewswire)
Calgary, Alberta - TheNewswire – February 16, 2022 Tocvan Ventures Corp. (the “Company”)(CSE:TOC ) ( OTCQB:TCVNF ) ( WKN:TV3/A2PE64), is pleased to announce it will be proceeding with a non-brokeredprivate placement of up to 666,667 units (the “ Units ”) at CAD$0.90 per Unit for gross proceeds of up to CAD $600,000 (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 $1.35 for a period of 18 months from the date theUnits are issued, subject to the accelerated expiry provisiondescribed in the notes below.
“With the recent discovery of abroad mineralized breccia host and the activation of a second drillrig at Pilar, we feel now is the time to keep the momentum going as wecome into full-swing of our operating season.”, commented CEO, Brodie Sutherland . “The use of these funds will ensurewe are able to advance Pilar as much as possible this season whilestarting to evaluate our newest acquisition, the exciting PicachoAu-Ag project, a brownfields project in the Caborca Orogenic GoldBelt.”
Use of Proceeds
The proceeds of the raise will go towards theadvancement of the Pilar and El Picacho Au-Ag projects in Sonora,Mexico.
At Pilar, a second drill rig has been mobilized tofurther expand and define the extent of the established Main Zone,while continuing to explore several new prospective trends including4-T. Advanced metallurgical studies are underway for bulk materialacross the property and will evaluate the recovery of gold and silveracross mineralized oxide zones exposed at surface.
Main Zone Highlights:
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Drill Highlight: 94.6m at 1.6 g/t Au,including 9.2m at 10.8 g/t Au and 38 g/t Ag
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Trench Highlight: 19.8m at 0.73 g.tAu
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Surface Highlight: 9.2 g/t Au and 279g/t Ag
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500-meter prospective trend
4-T Highlights:
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Drill Highlight: 15.3m at 1.1g/tAu
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Trench Highlight: 19.5m at 0.61 g/tAu
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Surface Highlight: 6.6 g/t Au and 433g/t Ag
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600-meter prospective trend
At Picacho, reconnaissance mapping and surface samplingwill define trench and drill targets across 6-kilometers ofprospective trend. Priority target areas include San Ramon where a 70-meter undergrounddrive has returned 28 samples ranging from 0.29 to 21.8 g/tAu.
Notes On the Offering
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 $1.60 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 (CSE). All securitiesissued in connection with the Offering will be subject to a statutoryhold period of four months plus a day from the date of issuance inaccordance with applicable securities legislation in Canada as well asthe required legend under applicable U.S.securities legislation. The proceeds from the Offering will be usedfor general working capital. The Company may payfinders fees and finder warrants to eligible finders.
The ExistingShareholder Exemption and Investment Dealer Exemption
The Offering is also made available to existingshareholders of the Company who, as of the close of business on
November 1, 2021, who hold common shares of the Company (and whocontinue to hold such common shares as of the closing date), pursuantto the prospectus exemption set out in Alberta Securities CommissionRule 45-513 — Prospectus Exemption for Distribution to Existing SecurityHolders and in similar instruments inother jurisdictions in Canada. The existing shareholder exemptionlimits a shareholder to a maximum investment of $15,000 in a 12-monthperiod unless the shareholder has obtained advice regarding thesuitability of the investment and, if the shareholder is resident in ajurisdiction of Canada, that advice has been obtained from a personthat is registered as an investment dealer in the jurisdiction. If theCompany receives subscriptions from investors relying on the existingshareholder exemption exceeding the maximum amount of the financing,the Company intends to adjust the subscriptions received on a pro ratabasis.
The Company has also made the Offering available tocertain subscribers pursuant to the investment dealer exemption.
In accordance with the requirements of the investment dealerexemption, the Company confirms that there is no material fact ormaterial change about the Company that has not been generallydisclosed.
Any participation by insiders of the Company in theOffering will be on the same terms as arm's-length investors.Depending on market conditions, the gross proceeds of the Offeringcould be increased or decreased. The participation of any directors orofficers of the Company in the Offering will constitute arelated-party transaction within the meaning of MultilateralInstrument 61-101 (Protection of Minority Security Holders in SpecialTransactions) and the policies of the exchange. For any suchparticipation, the Company will be relying upon exemptions from theformal valuation and minority shareholder approval requirementspursuant to sections 5.5(b) and 5.7(1)(a), respectively, of MI 61-101on the basis that the Company is not listed on a specified stockexchange and, that at the time the Offering is agreed to, neither thefair market value of the subject matter of, nor the fair market valueof the consideration for, the transaction insofar as it involves aninterested party (within the meaning of MI 61-101) in the offerings,will exceed 25 per cent of the Company's market capitalizationcalculated in accordance with MI 61-101.
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.
Brodie A. Sutherland, P.Geo., CEO for Tocvan VenturesCorp. and a qualified person ("QP") as defined by CanadianNational Instrument 43-101, has reviewed and approved the technicalinformation contained in this release.
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, identifiedby the use of words and phrases such as “plans”, “expects”,“is expected”, “budget”, “scheduled”, “estimates”,“forecasts”, “intends”, “anticipates”, or “believes”or variations (including negative variations) of such words andphrases, or state that certain actions, events or results “may”,“could”, “would”, “might” or “will” be taken, occur orbe 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 informationinvolves known and unknown risks, uncertainties and other factorswhich may cause the actual results, performance or achievements of theCompany to be materially different from any future results,performance or achievements expressed or implied by theforward-looking information. Such factors include, among others, risksrelated to the speculative nature of the Company’s business, theCompany’s formative stage of development and the Company’sfinancial position. Forward-looking statements contained herein aremade as of the date of this news release and the Company disclaims anyobligation to update any forward-looking statements, whether as aresult of new information, future events or results, except as may berequired by applicable securities laws.
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: 403-829-9877
Email: bsutherland @tocvan.c a
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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