VANCOUVER, April 22, 2019 /CNW/ - IMC International Mining Corp. ("IMC" or the "Company") is pleased to announce that it has completed a non-brokered private placement (the "Offering") of 8,300,000 units (each, a "Unit"), at a price of $0.05 per unit, for aggregate gross proceeds of $415,000.00. Each Unit consists of one common share in the capital of the Company (each, a "Common Share", and collectively, the "Common Shares"), and one common share purchase warrant (a "Warrant"). Each Warrant is exercisable to acquire one additional common share of the Company for two years, at a price of $0.10 per share.
Following completion of the Offering, the Company has 11,546,621 issued and outstanding Common Shares, and an aggregate of 8,529,014 outstanding common share purchase warrants.
All securities issued in connection with the private placement are subject to a statutory hold period expiring August 19, 2019.
The proceeds of the financing will be used principally for the exploration of the Company's Bullard Pass Property in Arizona, USA and for general working capital purposes.
Insiders of the Company subscribed for an aggregate of 2,360,000 Units in the Offering. The participation by the officers in the Offering is considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101") and is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as the Company is not listed on specified market and neither the fair market value of the securities being issued, nor the consideration being paid, exceeds $2,500,000.
Two insiders that participated in the Offering are 1428 Investments Inc. ("1428") of 2200 – 885 West Georgia Street, Vancouver, BC V6C 3E8 and Rae Ventures Inc. ("Rae") of Suite 421 – 255 New Port Drive, Port Moody, BC V3H 5H1. Prior to completion of the Offering, 1428, together with any joint actor, had control or direction over 352,056 Common Shares, representing a 10.84% interest in the Company (on a non-diluted basis), or 12.00% (on a partially-diluted basis, assuming exercise by any joint actor of 37,500 previously-held stock options). Pursuant to the completion of the Offering, 1428 acquired control or direction over an additional 1,060,000 Common Shares and 1,060,000 Warrants, such that 1428 has control or direction over an aggregate 1,412,056 Common Shares, representing a 12.23% interest in the Company (on a non-diluted basis), or 12.51% (on a partially diluted basis, assuming exercise by 1428 or any joint actor of 37,500 previously-held stock options). Prior to completion of the Offering, Rae had control or direction over 351,056 Common Shares, representing a 10.81% interest in the Company (on a non-diluted basis), or 11.49% (on a partially diluted basis, assuming exercise of 25,000 previously-held stock options). Pursuant to the completion of the Offering, Rae acquired control or direction over an additional 1,200,000 Common Shares and 1,200,000 Warrants, such that Rae has control or direction over an aggregate 1,551,056 Common Shares, representing a 13.43% interest in the Company (on a non-diluted basis) or 13.62% (on a partially diluted basis, assuming exercise by Rae of 25,000 previously-held stock options).
The Company has been advised that each of 1428 and Rae have acquired their Common Shares and Warrants for investment purposes and may, in the future, increase or decrease their beneficial ownership or control of the Company depending on market or other conditions.
A copy of the early warning reports filed pursuant to National Instrument 62-103 The Early Warning System and Related Take Over Bids and Insider Reporting Issues can be found at www.sedar.com.
ON BEHALF OF THE BOARD OF DIRECTORS:
IMC International Mining Corp.
Brian G. Thurston
President, CEO, Corporate Secretary and Director
This news release may include forward-looking statements that are subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward looking. Forward-looking statements include, but are not limited to, statements regarding the anticipated uses of the proceeds of the Offering, increases or decreases by insiders of their beneficial ownership or control of the Company and the filing of early warning reports by insiders. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, continued availability of capital and financing, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward-looking statements except as required under applicable laws.
SOURCE IMC International Mining Corp.