(TheNewswire)
Calgary, AB - TheNewswire - April 5, 2023 - Tocvan Ventures Corp. (the “ Company ”) (CSE:TOC ) ( OTC:TCVNF ) ( WKN:TV3/A2PE64) , is pleased to announce the closing ofits previously announced private placement with an institutionalinvestor (the " Placement ") to raise an aggregate amountof $600,000 (CAD). The proceeds from the Placement will be depositedwith a third-party escrow agent and delivered to the Corporation inmonthly tranches of $50,000 over the next 12 months pursuant to theterms and conditions of a sharing agreement between the Company andSorbie Bornholm LP dated June 28, 2022, as amended on April 5, 2023,and an escrow agreement dated June 28, 2022, as amended on April 5,2023, between the Corporation, Sorbie Bornholm LP, and Orrick,Herrington & Sutcliffe (UK) LLP . The funds will go towards the advancement of the Pilar andEl Picacho Au-Ag projects in Sonora, Mexico and for general workingcapital purposes.
Each unit (“ Unit ”) consisted of one (1) common shareof the Company at a price of $0.544 (each a " Common Share ",and each Common Share comprising part of a Unit being a" Unit Share ") and one-half (1/2) of one share purchase warrant
(each whole share purchase warrant, a " Unit Warrant "),with each Unit Warrant entitling the holder to purchase one additionalCommon Share (a " UnitWarrant Share ") at a price of $0.68 perUnit Warrant Share, for a period of thirty-six months from the date ofissue (the " ExpiryDate "), subject to acceleration. Theinvestor will receive a corporate finance fee of $36,000, payable viathe issuance of 66,177 Common Shares and 33,088 Warrants on the termsnoted above.
The Company has the right to accelerate the Expiry Dateif, at any time, the average closing price of the Common Shares on theCSE is equal to or greater than $1.00 for 10 consecutive trading days(" 10-DayPeriod "). In the event of acceleration, theExpiry Date will be accelerated to a date that is 30 days after theCompany issues the acceleration notice through a news release,provided that the acceleration notice is issued within 10 businessdays after the end of the particular 10-Day Period.
The Company relied on the listed issuer financingexemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions for the Placement, and the Unit Shares, Unit Warrants andUnit Warrant Shares are not subject to restrictions on resale. Theoffering document dated March 29, 2023, related to the Placement isavailable under the Company's profile at www.sedar.com and at www.tocvan.com .
"We are pleased to be receivingcontinued support from Sorbie who share our long-term vision ofdiscovery and development in Mexico” statedBrodie Sutherland, CEO .“Funds will be utilized to accelerate the advancement of both of ourgold-silver projects in Sonora and to aid in the evaluation of futureacquisitions. With results from our bulk sample ongoing and futuredrill programs planned, the coming year will be one of our mostexciting yet.”
About Tocvan VenturesCorp .
Tocvan is a well-structured exploration developmentcompany. Tocvan was created in order to take advantage of theprolonged downturn in the junior mining exploration sector, byidentifying and negotiating interest in opportunities where managementfeels they can build upon previous success. Tocvan has approximately39 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, 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 is no certainty that the full Placement will be realized.
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
Email: ir @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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