/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
TORONTO, June 28, 2018 /CNW/ - Adventus Zinc Corporation ("Adventus Zinc" or the "Company") is pleased to announce a fully subscribed non-brokered private placement (the "Offering") of approximately 10.2 million common shares in the capital stock of the Company (the "Shares") for total proceeds of approximately C$9.2 million at a market price of $0.90 per Share. The Offering is expected to close on or before July 17, 2018 and is subject to TSX Venture Exchange approval (the "Closing"). Certain of Adventus Zinc's existing strategic shareholders (participating in the Offering through existing participation rights) and Wheaton Precious Metals Corp. ("Wheaton,"TSX: WPM, NYSE: WPM) will participate in the Offering. Wheaton is the lead order in the Offering and is anticipated to hold approximately 9.99% of the common shares of Adventus Zinc upon Closing.
Christian Kargl-Simard, President and CEO of Adventus Zinc says, "We are thrilled to have Wheaton as a new cornerstone investor to add to our existing and supportive long-term shareholder base. This financing provides the credibility and support to continue our exciting exploration activities in Ecuador with our partner, Salazar Resources Ltd."
"We are excited to become a shareholder of Adventus Zinc," said Randy Smallwood, Wheaton's President and Chief Executive Officer. "Through this investment, we have a unique opportunity to gain exposure to a highly prospective and underexplored section of the Andes, which is currently untested by modern exploration techniques, in a country seeking to boost foreign investment."
The net proceeds of the Offering will be used by the Company to fund exploration and development activities at the Curipamba project and within the Ecuador Exploration Alliance, including the Pijilí and Santiago Projects (the "Alliance Projects").
The securities to be issued pursuant to the Offering will be subject to a statutory four month and one day hold period. No commissions will be paid for the Offering. The Shares will be offered for sale on a private placement basis pursuant to applicable exemptions from the prospectus and registration requirements.
Part of the Offering will constitute a "related party transaction" within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 ("MI 61-101"). The Company will rely on exemptions from the formal valuation and minority approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a).
Right of First Refusal and Right of First Offer Acquisition by Wheaton
In addition to the Offering, upon Closing, an affiliate of Wheaton will pay Adventus Zinc C$800,000 in cash for:
Right of first refusal ("ROFR"): a corporate-wide ROFR on any new precious metals royalties or streams pertaining to Adventus Zinc's interests in the Curipamba and Alliance Projects; and
Right of first offer ("ROFO"): a corporate-wide ROFO on any properties in Ecuador that are acquired by Adventus Zinc (or its affiliates) in the future; provided that Wheaton or its affiliates hold 5.0% or more of the common shares of Adventus Zinc at the time of the acquisition of such property.
The terms of the ROFR and ROFO are set out in an agreement, which will be filed on SEDAR upon Closing.
Adventus Zinc will grant Wheaton the right to participate in future equity offerings so that it can maintain at least its pro rata ownership at the time of any such offering, up to a maximum of 9.99% of the common shares of Adventus Zinc (provided Wheaton holds at least 5.0% of the outstanding equity at the time of such an offering).
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Shares in any state in which such offer, solicitation or sale would be unlawful. The Shares have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
About Adventus Zinc
Adventus Zinc is a well-financed company focused on base metals exploration and project development globally. Its strategic shareholders include Altius Minerals Corporation, Greenstone Resources LP, and Resource Capital Funds; as well as other highly respected investors in the mining business. Adventus Zinc currently has large prospective land packages in both Ireland and Newfoundland and Labrador, Canada (currently subject to a reverse take-over with Canstar Resources Inc.), and is earning a 75% ownership interest in the Curipamba copper-gold-zinc project in Ecuador. In addition, Adventus Zinc has a country-wide exploration alliance with its partners in Ecuador, incorporating two projects to date. Adventus Zinc is based in Toronto, Canada, and is listed on the TSX-V under the symbol ADZN.
About Wheaton Precious Metals
Wheaton Precious Metals is the largest pure streaming company in the world. The company has entered into agreements to purchase all or a portion of the silver and/or gold production from long-life, low-cost mines for an upfront payment and an additional payment upon delivery of the precious metals. The company's production profile is driven by a portfolio of high quality assets, including a gold stream on Vale's Salobo mine, and silver streams on Glencore's Antamina mine and Goldcorp's Peñasquito mine.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
This press release contains "forward -looking information" within the meaning of applicable Canadian securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as "believes", "anticipates", "expects", "is expected", "scheduled", "estimates", "pending", "intends", "plans", "forecasts", "targets", or "hopes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "will", "should" "might", "will be taken", or "occur" and similar expressions) are not statements of historical fact and may be forward-looking statements.
Forward-looking information herein includes, but is not limited to, statements that address activities, events or developments that Adventus Zinc expects or anticipates will or may occur in the future, including statements about TSX Venture Exchange acceptance, the anticipated date of the Closing and the use of proceeds from the Offering. Although Adventus Zinc has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. Adventus Zinc undertakes to update any forward-looking information except in accordance with applicable securities laws.
SOURCE Adventus Zinc Corporation
For further information: from Adventus Zinc, please contact Christian Kargl-Simard, Chief Executive Officer, at 1-416-230-3440 or [email protected]