(TheNewswire)
Calgary, A B - TheNewswire - February 9, 2023 - TocvanVentures Corp. ( CSE:TOC) (OTC:TCVNF)(WKN:TV3/A2PE64) (“ Tocvan ” or the“ Company ”) is pleased to announce that it has closed a secondtranche of its previously announced non-brokered private placement ofunits (“ Units ”) for gross proceeds of the second tranche of $278,027.80(the “ Offering ”). The Offering of the second tranche consisted of theissuance of an aggregate of 534,669 Units at a price of $0.52 perUnit. Each Unit consists of one common share (“ Common Share ”) inthe capital of the Company and one-half common share purchase warrant(“ Warrant ”). Each Warrant entitles the holder thereof to acquire oneCommon Share at a price of $0.62, for a period of 18 months from theclosing of the Offering.
In connection with the Offering, the Company paidaggregate cash commissions to arm’s length finders who assisted withthe Offering of approximately $22,602.78 and issued 43,467 finderwarrants (“ FinderWarrants ”). Each Finder Warrant is exercisableat a price of $0.52 per Common Share for a period of 18 months fromthe closing of the Offering. In total, the Company has raised$507,718.60 in two tranches for an aggregate of 976,382 Units at aprice of $0.52 per Unit.
The Company currently has 38,287,882 Common Sharesoutstanding.
Use of Proceeds
The proceeds of the raise will go towards theadvancement of the Pilar and El Picacho Au-Ag projects in Sonora,Mexico. With a primary focus on accelerating a bulk sample andmetallurgical test work at Pilar that will advance the project towardspermitting for mine development. Further drill planning will also beconducted following up on target areas at Pilar and the recent drillsuccess at El Picacho.
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 $0.90 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.
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
January 27, 2023, 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 approximately38 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 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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