DENVER, May 2, 2016 /CNW/ - Resource Capital Fund VI L.P. ("RCF VI") reports that it has purchased 17,229,566 units (the "Units") offered by Salazar Resources Ltd. ("Salazar") in connection with an offering, on a private placement basis, of an aggregate of 22,293,398 Units of Salazar for aggregate gross proceeds of US$1,050,000, completed as of April 27, 2016 (the "Offering").
The Units were acquired at a price of C$0.06 per Unit, for gross proceeds paid to Salazar by RCF VI of US$820,000 (assuming an exchange rate of US$1 = C$1.2607). Each Unit is comprised of a common share of Salazar (a "Unit Share") and a half warrant, with each full warrant (a "Warrant") entitling the holder to purchase an additional Unit Share at a price of C$0.12 (the "Warrant Exercise Price") for a period of two years from closing. Pursuant to Salazar's subscription agreement with RCF VI, the parties are to determine a mutually-acceptable work program within three months of closing the Offering. If a work program cannot be settled within such period, RCF VI will be issued an additional Warrant for each whole Warrant issued in the Offering, and the Warrant Exercise Price for RCF VI's Warrants will be reduced to C$0.069.
Following the completion of the Offering, RCF VI beneficially owns, directly or indirectly, 17,229,566 common shares of Salazar (the "Salazar Shares"), representing approximately 18.85% of the current issued and outstanding Salazar Shares. RCF VI did not own or control any Salazar Shares prior to the Offering.
RCF VI acquired the Units for investment purposes. RCF VI may from time to time acquire additional securities, dispose of some or all of the existing or additional securities or may continue to hold the securities of Salazar.
All of the Unit Shares and the Salazar Shares issuable on the exercise of the Warrants have a hold period expiring on August 28, 2016.
RCF VI has the right to nominate a representative to Salazar's board of directors provided that RCF VI or its affiliates hold at least 5% of the issued and outstanding Salazar Shares or has a royalty interest in Salazar's Curipamba project. RCF VI also has the right to participate in future financings to maintain its equity interest. In addition, Salazar will require the consent of RCF VI to raise equity or convertible debt at a price less than the Warrant Exercise Price until the Warrants expire, with such consent to not be unreasonably withheld.
For further information and to obtain a copy of the early warning report filed under applicable Canadian securities laws in connection with the transactions hereunder, please see Salazar's profile on the SEDAR website www.sedar.com.
SOURCE Resource Capital Fund VI L.P.
For further information: and to obtain a copy of the early warning report, please contact: Resource Capital Fund VI L.P., 1400 Sixteenth Street, Suite 200, Denver, CO, 80202,Telephone: (720) 946-1444, Attn: Molly Campbell