(TheNewswire)
Calgary, Alberta - TheNewswire- November 3, 2021 - Tocvan Ventures Corp. (the “Company”)(C NSX: TOC. CN) ( OTC:TCVNF )( WKN:TV3/A2PE64), ispleased to announce it will be proceeding with a non-brokered privateplacement of up to 1,200,000 units (the “ Units ”) at CAD$1.00 per Unit for gross proceeds of up to CAD $1,200,000 (the“ Offering ”). A lead order has been established with a prospectivelong-term shareholder with extensive experience in Mexican mineralexploration and development. Each Unit is comprised of one commonshare of the Company (a “ Share ”) and one half of one common sharepurchase warrant (a “ Warrant ”). Each Warrant will entitle theholder to acquire one additional Share in the capital of the Companyat a price of CAD $1.50 for a period of 24 months from the date theUnits are issued, subject to the accelerated expiry provisiondescribed 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 $1.90 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. Theproceeds from the Offering will be used for general workingcapital. The Company may pay finders fees andfinder warrants to eligible finders.
“After reviewing many financeoptions for Tocvan we are extremely pleased to bring on board a strongLong-Term Shareholder that has extensive experience in Mexican MineralExploration and Development.”, commented CEODerek Wood . “Our newestShareholder was an early and significant investor in SilverCrestMetals with a current Market Capitalization of over CAD $1.5 billion. We feel this bodes well for the future of Tocvan as we continue tomove towards definition drilling and bulk sampling at Pilar. We areexcited to begin our next phase of drilling at Pilar.”
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, recent drilling success (Phase I: 94.6m @ 1.6 g/tAu. Phase II: 39.7m at 0.96 g/t Au) will be followed up with a trenchprogram for exploration and metallurgical testing, followed bycontinued step-out and exploration drilling. At El Picacho, groundworkwill commence with detailed mapping and sampling to confirm prioritytargets for later trenching and drill targeting.
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 approximately31 million shares outstanding and is earning 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, 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 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 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, VPExploration
950-736 6 Ave SW
Calgary, Alberta T2P 3T7
Telephone: 403-668-7855
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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