Trading Symbol TSX V: GTC
VANCOUVER, June 27, 2014 /CNW/ - Getty Copper Inc. (TSXV: "GTC") ("Getty" or the "Corporation") clarifies its June 26, 2014 announcement of a private placement financing (the "Private Placement") of 6,268,000 common shares (the "Common Shares) at a price of Cdn$0.05 per Common Shares for an aggregate subscription price of Cdn$313,400. Approximately 65% of the Private Placement will be purchased by insiders of the Corporation. Proceeds from the Private Placement will be used for general and administrative expenses. No finders' fees are payable and all securities will be subject to a 4 month hold period.
The Private Placement is subject to the approval of the TSX Venture Exchange ("TSX-V").
Related Party Transactions
On the basis that John Lepinski, and certain other insiders, including, Donald Willoughby, and Corby Anderson, (together, the "Related Parties"), who are or may each be considered an "insider" of the Corporation for the purposes of the Policies of the TSX-V, may participate in the Private Placement, any such participation in the Private Placement may be considered a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). As the Private Placement may be a related party transition, the following additional disclosure details are provided (following the listing of disclosure in section 5.2 of MI 61-101).
In conducting their review and approval process with respect to the Private Placement, the board of directors of the Corporation has determined that the distribution of an information circular to shareholders, the preparation and distribution of a formal valuation and the seeking of shareholder approval for, and in connection with, the Private Placement is not necessary under MI 61-101, because:
- for the purposes of Section 5.5(a) of MI 61-101 the Board have determined, in good faith, that neither Common Shares issued to, nor the aggregate consideration to be paid by, each of the Related Parties in connection with the Private Placement will exceed 25 per cent of the market capitalization of the Corporation on the date hereof, and on that basis the Private Placement falls within an exemption from a formal valuation requirement of Section 5.4 of MI 61-101; and
- for the purposes of Section 5.7(1)(a) of MI 61-101 the Board have determined, in good faith, that neither the Common Shares issued to, nor the aggregate consideration to be paid by, each of the Related Parties in connection with the Private Placement will exceed 25 per cent of the market capitalization of the Corporation on the date hereof, and on that basis the Private Placement falls within an exemption to the minority shareholder approval requirement of Section 5.6 of MI 61-101.
The Private Placement is currently expected to close within the next few weeks. A material change report in respect of the Private Placement will be filed on closing of the Private Placement at which time the participation of the Related Parties in the Private Placement will be finalized and disclosed. As a result, the Corporation will not be able to file a material change report 21 days prior to the closing of the Private Placement.
This release includes certain statements that may be deemed "forward-looking information" in connection with the likelihood of completion of a private placement. Any statement about a future event is inherently uncertain and completion of any financing is subject to a number of conditions including regulatory and the state of capital markets. For more information on the Corporation, investors should review the Corporation's filings that are available at www.sedar.com.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE: Getty Copper Inc.
For further information: GETTY COPPER INC., Phone: 604-931-3231, Fax: 604-931-2814